Southern Cross Acquisition I Corp.

0002116230 false --12-31 0002116230 2026-07-20 2026-07-20 0002116230 sxgc:UnitsConsistingOfOnOrdinaryShareMember 2026-07-20 2026-07-20 0002116230 sxgc:OrdinarySharesMember 2026-07-20 2026-07-20 0002116230 sxgc:RedeemableWarrantsMember 2026-07-20 2026-07-20 0002116230 us-gaap:RightsMember 2026-07-20 2026-07-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 ) Southern Cross Acquisition I Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-43402 N/A (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol Name of each exchange on which registered Units, consisting of one ordinary share, $0.0001 par value , one redeemable Warrant to acquire one ordinary share, and one Right to acquire one-fourth of one ordinary share NCOOU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share NCO The Nasdaq Stock Market LLC Redeemable Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 NCOOW The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive one-fourth of one ordinary share NCOOR The Nasdaq Stock Market LLC 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, dated July 20, 2026 (the “Underwriting Agreement”), between the Company and the Representative; ● the Warrant Agreement, dated July 20, 2026, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agreement”); ● the Rights Agreement, dated July 20, 2026, between the Company and Continental, as rights agent (the “Rights Agreement”); ● the Securities Transfer Agreements, dated July 16, 2026, among the Company and certain officers and directors of the Company (the “Securities Transfer Agreements”); ● the Private Unit Subscription Agreement, dated July 20, 2026, between the Company and the Sponsor; ● the Investment Management Trust Agreement, dated July 20, 2026, between the Company and Continental, as trustee; ● the Registration Rights Agreement, dated July 20, 2026, among the Company, the Sponsor, and certain officers and directors of the Company; ● the Letter Agreement, dated July 20, 2026, among the Company, the Sponsor, and certain officers and directors of the Company; and ● the Indemnity Agreement, dated July 20, 2026, between the Company and each of the officers and directors of the Company. 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. 2 Item 3.02 Unregistered Sales of Equity Securities Substantially concurrently with the closing of the IPO, the Company comp