UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2025, 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.

SOLARIUS CAPITAL ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION		1
Item 1. Interim Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures about Market Risk		23
Item 4. Controls and Procedures		24
Part II. - OTHER INFORMATION		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
SIGNATURES		27

ASSETS
Current assets:
Cash and cash equivalents	$	1,266,950
Prepaid expenses – current		95,000
Total Current Assets		1,361,950
Prepaid expenses – non-current		57,298
Investments held in Trust account		174,260,001
Total Assets	$	175,679,249

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses		91,188
Accounts payable		5,513
Due to related party		47,395
Total Current liabilities		144,096
Deferred underwriting commissions		7,350,000
Total Liabilities		7,494,096

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares issued and outstanding at redemption value of $10.10 per share		174,260,001

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value, 400,000,000 shares authorized; 450,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption)		45
Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		—
Accumulated deficit		(6,075,468	)
Total Shareholders’ Deficit		(6,074,848	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	$	175,679,249

	For the Three Months Ended September 30, 2025			For the Period from April 1, 2025 (inception) Through September 30, 2025
Formation, general and administrative expenses	$	201,298		$	278,312
Administrative expense – related party		73,548			73,548
Loss from operations		(274,846	)		(351,860	)
Other income:
Income on investments in Trust Account		897,501			897,501
Dividend and interest income		7,654			7,654
Other income, net		905,155			905,155
Net income	$	630,309		$	553,295

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		14,250,000			7,163,934
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.03		$	0.04

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		371,739			186,885
Basic and diluted net income per share, non-redeemable Class A ordinary shares	$	0.03		$	0.04

Basic weighted average shares outstanding, non-redeemable Class B ordinary shares⁽¹⁾		5,619,565			5,311,475
Basic net income per share, non-redeemable Class B ordinary shares	$	0.03		$	0.04

Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		5,750,000			5,750,000
Diluted net income per share, non-redeemable Class B ordinary shares	$	0.03		$	0.04

	Class A				Class B				Additional						Total
	Ordinary Shares				Ordinary Shares				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – April 1, 2025 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Class B ordinary shares issued to Sponsor⁽¹⁾		—		—		5,750,000		575		24,425			—			25,000
Net loss		—		—		—		—		—			(77,014	)		(77,014	)
Balance – June 30, 2025		—		—		5,750,000	$	575	$	24,425		$	(77,014	)	$	(52,014	)
Fair value of Public Warrants included in Public Units		—		—		—		—		3,092,629			—			3,092,629
Sale of Private Placement Units		450,000		45		—		—		4,499,955			—			4,500,000
Allocated value of transaction costs to warrants		—		—		—		—		(169,568	)		—			(169,568	)
Reimbursement of underwriting fees		—		—		—		—		65,000			—			65,000
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		(7,512,441	)		(6,628,763	)		(14,141,204	)
Net income		—		—		—		—		—			630,309			630,309
Balance – September 30, 2025		450,000	$	45		5,750,000	$	575	$	—		$	(6,075,468	)	$	(6,074,848	)

Cash Flows from Operating Activities:
Net income	$	553,295
Adjustments to reconcile net income to net cash used in operating activities:
Formation, general and administrative costs paid by Sponsor under promissory note – related party		27,343
Formation, general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares		25,000
Income on investments in Trust Account		(897,501	)
Changes in operating assets and liabilities:
Due to related party		47,395
Prepaid expenses		(152,298	)
Accrued expenses		91,188
Accounts payable		5,513
Net cash used in operating activities		(300,065	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(173,362,500	)
Net cash used in investing activities		(173,362,500	)

Cash Flows from Financing Activities:
Proceeds from sale of Units		172,500,000
Proceeds from Private Placement Units		4,500,000
Payment of underwriting fee, net		(1,435,000	)
Payment of promissory note – related party		(223,827	)
Proceeds from promissory note – related party		180,000
Payment of offering costs		(591,658	)
Net cash provided by financing activities		174,929,515

Net change in cash		1,266,950
Cash – beginning of period		—
Cash – end of period	$	1,266,950

Non-Cash Investing and Financing Activities:
Deferred offering costs paid through promissory note – related party	$	16,484
Deferred underwriting commissions	$	7,350,000
Remeasurement of Class A ordinary shares subject to possible redemption	$	14,141,204

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	Three Months Ended
	September 30, 2025
	Class A Redeemable		Class A Non-redeemable		Class B Non-redeemable
Basic net income per ordinary shares:
Numerator:
Allocation of net income, basic	$	443,741	$	11,576	$	174,992
Denominator:
Basic weighted average ordinary shares outstanding		14,250,000		371,739		5,619,565
Basic net income per ordinary share	$	0.03	$	0.03	$	0.03

Diluted net loss per ordinary shares:
Numerator:
Allocation of net income, diluted	$	440,900	$	11,502	$	177,907
Denominator:
Diluted weighted average ordinary shares outstanding		14,250,000		371,739		5,750,000
Diluted net income per ordinary share	$	0.03	$	0.03	$	0.03

	For the Period from April 1, 2025 (inception) through
	September 30, 2025
	Class A Redeemable		Class A Non-redeemable		Class B Non-redeemable
Basic net income per ordinary shares:
Numerator:
Allocation of net income, basic	$	313,037	$	8,166	$	232,092
Denominator:
Basic weighted average ordinary shares outstanding		7,163,934		186,885		5,311,475
Basic net income per ordinary share	$	0.04	$	0.04	$	0.04

Diluted net income per ordinary shares:
Numerator:
Allocation of net income, diluted	$	302,559	$	7,893	$	242,843
Denominator:
Diluted weighted average ordinary shares outstanding		7,163,934		186,885		5,750,000
Diluted net income per ordinary share	$	0.04	$	0.04	$	0.04

Gross proceeds from Initial Public Offering	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(3,092,629	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(9,288,574	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		14,141,204
Class A ordinary shares subject to possible redemption at September 30, 2025	$	174,260,001

	September 30, 2025
Cash	$	1,266,950
Investments held in Trust Account	$	174,260,001

	For the Three Months Ended September 30,		For the Period from April 1, 2025 (inception) Through September 30,
	2025		2025
Formation, general and administrative expenses	$	201,298	$	278,312
Administrative expense – related party	$	73,548	$	73,548
Income on investments in Trust Account	$	897,501	$	897,501

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

	●	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the Public Warrant holders.

	July 17, 2025
Implied Class A Ordinary Share price	$	9.86
Exercise price	$	11.50
Simulation term (years)		6.75
Risk-free rate		4.19	%
Selected volatility		2.80	%
Calculated value per Warrant	$	0.36
Market adjustment		30.20	%

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	SOLARIUS CAPITAL ACQUISITION CORP.

Date: November 13, 2025		/s/ Richard H. Haywood, Jr.
	Name:	Richard H. Haywood, Jr.
	Title:	Chief Executive Officer
		(Principal Executive Officer)

		/s/ Anthony DeLuca
	Name:	Anthony DeLuca
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

	September 30, 2025
	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	174,260,001	$	—	$	—

SEC Form 10-Q filed by Solarius Capital Acquisition Corp.