Amendment to Initial Registration Statement (Form S-1/A)

SOUTHERN CROSS ACQUISITION II CORP.

(Exact name of registrant as specified in its constitutional documents)

Cayman Islands

6770

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Arila Zhou, Esq.

Robinson & Cole LLP

Chrysler East Building

666 Third Avenue, 20th Floor

New York, NY 10017

Tel: (212) 451-2908

Amelia Zhang, Esq.

Norton Rose Fulbright US LLP

1550 Lamar Street, Suite 2000

Houston, TX 77010

Tel: 713-651-5151

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

(a)

The following exhibits are filed as part of this Registration Statement:

Exhibit No.

Description

1.1*

Form of Underwriting Agreement.

3.1*

Memorandum and Articles of Association.

3.2*

Form of Amended and Restated Memorandum and Articles of Association.

4.1*

Specimen Unit Certificate.

4.2*

Specimen Ordinary Share Certificate.

4.3*

Specimen Rights Certificate (included in Exhibit 4.4).

4.4*

Form of Rights Agreement between Vstock Transfer, LLC and the Registrant.

4.5*

Specimen Warrants Certificate (included in Exhibit 4.6)

4.6*

Form of Warrants Agreement between Vstock Transfer, LLC and the Registrant

5.1*

Opinion of Maples and Calder (Hong Kong) LLP.

5.2*

Opinion of Robinson & Cole LLP.

10.1*

Form of Letter Agreement among the Registrant, Underwriters and the Company's officers, directors and shareholders.

10.2*

Form of Investment Management Trust Agreement between Equiniti Trust Company, LLC and the Registrant.

10.3*

Form of Registration Rights Agreement among the Registrant and the Founders.

10.4*

Promissory Note, issued to the Founders, dated as of May 26, 2026.

10.5*

Securities Purchase Agreement by and among the Registrant and the sponsor, dated as of May 26, 2026.

10.6*

Form of Securities Transfer Agreement, among the Registrant, the sponsor and the directors

10.7*

Form of Securities Transfer Agreement, among the Registrant, the sponsor and the CEO

10.8*

Form of Securities Transfer Agreement, among the Registrant, the sponsor and the CFO

10.9*

Form of Private Units Subscription Agreement between the Registrant and the sponsor

10.10*

Form of Indemnity Agreement.

14*

Form of Code of Ethics.

19*

Insider Trading Policy

23.1**

Consent of TAAD LLP.

23.2*

Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1).

23.3*

Consent of Robinson & Cole LLP (included in Exhibit 5.2).

99.1*

Form of Audit Committee Charter.

99.2*

Form of Compensation Committee Charter.

99.3*

Consent of Hongmei Zhao

99.4*

Consent of Zhiqiang Du

99.5*

Consent of Wenhua Qian

107*

Registration Fee Table

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)

That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b)

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SOUTHERN CROSS ACQUISITION II CORP.

By:

/s/ Ally Tong Zhang

Name:

Ally Tong Zhang

Title:

Chief Executive Officer

Name

Position

Date

/s/ Ally Tong Zhang

Chief Executive Officer, Chairwoman and Director

August 7, 2026

Ally Tong Zhang

(Principal executive officer)

/s/ Xin Wang

Chief Financial Officer

August 7, 2026

Xin Wang

(Principal financial and accounting officer)

AUTHORIZED U.S. REPRESENTATIVE

By:

/s/ Arila Er Zhou

Name:

Arila Er Zhou