Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
Unregistered Sales of Equity Securities
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 239,300 Private Placement Units to the Company’s sponsor, Southern Cross Acquisition I Sponsor Corp. (the “Sponsor”), a Cayman Islands exempted company, for an aggregate purchase price of $2,393,000. The Private Placement Units are identical to the Units issued in the IPO, subject to limited exceptions as further described in the registration statement filed in connection with the IPO.
The above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales.
Use of Proceeds
On July 22, 2026, the Company consummated its initial public offering of 11,500,000 Units, including 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, one redeemable warrant, and one right to receive one-fourth of one ordinary share. 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 initial public offering, the Company completed the private sale of 239,300 Private Placement Units to the Sponsor for an aggregate purchase price of $2,393,000. The Private Placement Units are identical to the Units issued in the IPO, subject to limited exceptions as further described in the registration statement filed in connection with the IPO.
A total of $115,000,000.00, from the proceeds received from the consummation of the initial public offering and simultaneous private placement (net of transaction expenses and working capital) were placed in the Company’s trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company, acting as trustee.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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