Solarius Capital Acquisition Corp.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the transition period from to
Commission file number:001-42747
SOLARIUS CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A |
|---|---|
| (State or other jurisdiction of incorporation or organization) · (I.R.S. Employer Identification Number) | |
| PO Box 2248 Darien, Connecticut | 06820 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203)617-0223
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | SOCAU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, 0.0001 par value | SOCA | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | SOCAW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
The registrant’s Units begin trading on The Nasdaq Stock Market LLC on July 16, 2025 and the registrant’s Class A Ordinary Shares and Warrants began trading on The Nasdaq Stock Market LLC on September 5, 2025. Accordingly, there was no market value for the registrant’s Class A Ordinary Shares as of the last business day of the second fiscal quarter of 2025. The aggregate market value of the outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2025, as reported on The Nasdaq Stock Market LLC, was $177,885,000.00.
As of March 20, 2026, there were 17,700,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
TABLE OF CONTENTS
| Cautionary Note Regarding Forward-Looking Statements | ii | ||
|---|---|---|---|
| PART I | 1 | ||
| Item 1. | Business. | 1 | |
| Item 1A. | Risk Factors | 19 | |
| Item 1B. | Unresolved Staff Comments | 60 | |
| Item 1C. | Cybersecurity | 60 | |
| Item 2. | Properties | 60 | |
| Item 3. | Legal Proceedings | 60 | |
| Item 4. | Safety Disclosures | 60 | |
| PART II | 61 | ||
| Item 5. | Market for Registrant’s Shareholders’ Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 61 | |
| Item 6. | [Reserved] | 62 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 62 | |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 70 | |
| Item 8. | Financial Statements and Supplementary Data | 70 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 70 | |
| Item 9A. | Controls and Procedures | 70 | |
| Item 9B. | Other Information | 70 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 70 | |
| PART III | 71 | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 71 | |
| Item 11. | Executive Compensation. | 81 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 82 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 83 | |
| Item 14. | Principal Accounting Fees and Services | 84 | |
| PART IV | 85 | ||
| Item 15. | Exhibits, Financial Statement Schedules. | 85 | |
| INDEX TO FINANCIAL STATEMENTS | F-1 | ||
i
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