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 March 31, 2026

☐ 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 May 14, 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.

SOLARIUS CAPITAL ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

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		20
Item 3. Quantitative and Qualitative Disclosures about Market Risk		24
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

	March 31,			December 31,
	2026			2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,097,917		$	1,229,956
Prepaid expenses – current		136,250			72,500
Total Current Assets		1,234,167			1,302,456
Prepaid expenses – non-current		21,048			39,173
Cash and cash equivalents held in Trust Account		177,559,894			175,986,308
Total Assets	$	178,815,109		$	177,327,937

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	118,780		$	90,000
Accounts payable		12,150			30,224
Due to related party		227,395			137,395
Total Current Liabilities		358,325			257,619
Deferred underwriting commissions		7,350,000			7,350,000
Total Liabilities		7,708,325			7,607,619

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 an approximate redemption value of $10.29 and $10.20 at March 31, 2026 and December 31, 2025, respectively		177,559,894			175,986,308

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2026 and December 31, 2025		—			—
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) at March 31, 2026 and December 31, 2025		45			45
Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2026 and December 31, 2025		575			575
Additional paid-in capital		—			—
Accumulated deficit		(6,453,730	)		(6,266,610	)
Total Shareholders’ Deficit		(6,453,110	)		(6,265,990	)
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	178,815,109		$	177,327,937

	For the Three Months Ended March 31, 2026
General and administrative expenses	$	107,685
Administrative expense – related party		90,000
Loss from operations		(197,685	)
Other income:
Income on cash and cash equivalents in Trust Account		1,573,586
Dividend and interest income		10,565
Other income, net		1,584,151
Net income	$	1,386,466

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		17,250,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.06

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		450,000
Basic and diluted net income per share, non-redeemable Class A ordinary shares	$	0.06

Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		5,750,000
Basic and diluted net income per share, non-redeemable Class B ordinary shares	$	0.06

	Class A				Class B				Additional					Total
	Ordinary Shares				Ordinary Shares				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2025		450,000	$	45		5,750,000	$	575	$	—	$	(6,266,610	)	$	(6,265,990	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(1,573,586	)		(1,573,586	)
Net income		—		—		—		—		—		1,386,466			1,386,466
Balance – March 31, 2026		450,000	$	45		5,750,000	$	575	$	—	$	(6,453,730	)	$	(6,453,110	)

Cash Flows from Operating Activities:
Net income	$	1,386,466
Adjustments to reconcile net income to net cash used in operating activities:
Income on cash and cash equivalents in Trust Account		(1,573,586	)
Changes in operating assets and liabilities:
Due to related party		90,000
Prepaid expenses		(45,625	)
Accrued expenses		28,780
Accounts payable		(18,074	)
Net cash used in operating activities		(132,039	)

Net change in cash		(132,039	)
Cash – beginning of period		1,299,956
Cash – end of period	$	1,097,917

	●	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.

	For the Three Months Ended
	March 31, 2026
	Class A Redeemable		Class A Non- redeemable		Class B Non- redeemable
Basic net income per ordinary shares:
Numerator:
Allocation of net income, basic and diluted	$	1,019,895	$	26,606	$	339,965
Denominator:
Basic and diluted weighted average ordinary shares outstanding		17,250,000		450,000		5,750,000
Basic and diluted net income per ordinary share	$	0.06	$	0.06	$	0.06

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		15,867,511
Class A ordinary shares subject to possible redemption at December 31, 2025		175,986,308
Accretion of Class A ordinary shares subject to possible redemption		1,573,586
Class A ordinary shares subject to possible redemption at March 31, 2026	$	177,559,894

	March 31, 2026
Cash and cash equivalents	$	1,097,917
Cash and cash equivalents held in Trust Account	$	177,559,894

	For the Three Months Ended
	March 31, 2026
General and administrative expenses	$	107,685
Administrative expense – related party	$	90,000
Income on cash and cash equivalents in Trust Account	$	1,573,586

	●	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	%

	July 17, 2025
Implied ordinary share price	$	9.86
Exercise price	$	11.50
Simulation term (years)		6.75
Risk-free rate		4.19	%
Estimated implied volatility		2.80	%
Market adjustment		30.20	%
Calculated value per warrant	$	0.36

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: May 14, 2026		/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)

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