Solarius Capital Acquisition Corp.

Current report

On July 17, 2025, we consummated our Initial Public Offering of 17,250,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 450,000 Private Placement Units, in a private placement to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,500,000.

Current report

We incurred offering costs of $9,458,142, consisting of $1,500,000 of net upfront underwriting discounts ($3,000,000 of upfront underwriting discounts less $1,500,000 reimbursement from the underwriters), $7,350,000 of deferred underwriting fee, and $608,142 of other offering costs.

Current report

Upon the closing of the Initial Public Offering and the private placement, $173,362,500 ($10.05 per Unit) of the net proceeds of the sale of the Units and the Private Placement Units were placed in a U.S.-based trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.

Current report

For the three months ended September 30, 2025, we had net income of $630,309, which consisted of income on investments held in the Trust Account of $897,501 and dividend and interest income of $7,654, offset by formation, general and administrative expenses of $201,298 and administrative expense – related party of $73,548.

Current report

As of September 30, 2025, we had $1,266,950 in cash and cash equivalents held outside of the Trust Account and working capital of $1,217,854.

Current report

Until the consummation of the Initial Public Offering, our only source of liquidity was from the $25,000 of proceeds from our Sponsor’s purchase of Class B ordinary shares, par value $0.0001 per share, and a loan of $223,827 from our Sponsor pursuant to a promissory note to cover certain expenses.

Current report

Following our Initial Public Offering and the sale of Private Placement Units to the Sponsor, a total of $173,362,500 was placed in the Trust Account.

Current report

For the period from April 1, 2025 (inception) through September 30, 2025, net cash used in operating activities was $300,065. Net income of $553,295, was adjusted by formation, general and administrative expenses paid by Sponsor under promissory note – related party of $27,343, formation, general and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares of $25,000, income on investments in Trust Account of $897,501, and $8,204 changes in operating assets and liabilities. Net cash used in investing activities was $173,362,500 related to the funding of the Trust Account. Net cash provided by financing activities was $174,929,515 related to $171,000,000 of net proceeds from the issuance of ordinary shares, $4,500,000 of proceeds from sale of Private Placement Units, $65,000 reimbursement of underwriting fees, and $180,000 of proceeds from promissory note from Sponsor, offset by repayment of promissory note to Sponsor of $223,827 and $591,658 payments of deferred offering costs.

Current report

We may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. We expect to incur significant costs related to identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year from the date that the financial statements accompanying this Quarterly Report on Form 10-Q are issued.

Current report

The underwriters of the Initial Public Offering are entitled to deferred underwriting commissions of 4.0% of the gross proceeds of the Initial Public Offering (excluding the gross proceeds pursuant to the exercise of the underwriters’ over-allotment option) and 6.0% of the gross proceeds pursuant to the exercise of the underwriters’ over-allotment option. Upon and concurrently with the completion of a Business Combination, up to $7,350,000, which constitutes the underwriters’ deferred commissions, will be paid to the underwriters from the funds held in the Trust Account as follows: (i) a cash payment of $2,000,000 and (ii) up to $5,350,000 of the aggregate gross proceeds of the Initial Public Offering, representing the remaining deferred commissions, which will be reduced based on the percentage of total funds from the Trust Account released to pay redeeming shareholders.

Current report

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

Previous report

As indicated in the accompanying financial statements, as of June 30, 2025, we had $8,273 in cash equivalents and deferred offering costs of $449,737. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Previous report

As of June 30, 2025, we had $8,273 in cash equivalents and a working capital deficit of $501,751.

Previous report

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the founder shares to our sponsor and up to $400,000 in a loan from our sponsor under the Promissory Note. This loan was non-interest bearing and unsecured. This loan was due at the earlier of December 31, 2025 or the closing of the Initial Public Offering and was anticipated to be repaid upon completion of the Initial Public Offering out of the $750,000 of offering proceeds that was been allocated for the payment of offering expenses other than underwriting commissions. On July 17, 2025, the Promissory Note was repaid in full.

Previous report

Subsequent to the quarterly period covered by this Quarterly Report, 0n July 17, 2025, the Company consummated its Initial Public Offering of 17,250,000 Units, including the issuance of 2,250,000 Over-Allotment Option Units as a result of the underwriters’ full exercise of their Over-Allotment Option, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.5 million, of which approximately $7.4 million was for deferred underwriting commissions.

Previous report

A total of $173,362,500 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering (including the Over-Allotment Option Units) and certain proceeds from the sale of the Private Placement Units was placed in the Trust Account. The funds will only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. The Company will disclose in each quarterly and annual report filed with the SEC prior to its initial Business Combination whether the proceeds deposited in the Trust Account are invested in U.S. government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts.

Current report — wording carried from elsewhere

As of September 30, 2025, we had marketable securities held in the Trust Account of $174,260,001 consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current report — wording carried from elsewhere

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender. As of September 30, 2025, we did not have any outstanding working capital loans.