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 June 30,
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 |
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 August 29, 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 JUNE 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 |
|
17 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
|
21 |
| Item 4. Controls and Procedures |
|
21 |
| Part II. - OTHER INFORMATION |
|
22 |
| Item 1. Legal Proceedings |
|
22 |
| Item 1A. Risk Factors |
|
22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
|
22 |
| Item 3. Defaults Upon Senior Securities |
|
22 |
| Item 4. Mine Safety Disclosures |
|
22 |
| Item 5. Other Information |
|
22 |
| Item 6. Exhibits |
|
23 |
| SIGNATURES |
|
24 |
Part
I. FINANCIAL INFORMATION
Item
1. Interim Financial Statements
SOLARIUS CAPITAL ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| |
|
June 30, |
|
|
April 4, |
|
| |
|
2025 |
|
|
2025 |
|
| |
|
(unaudited) |
|
|
|
|
| ASSETS |
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
8,273 |
|
|
$ |
— |
|
| Prepaid expenses |
|
|
— |
|
|
|
25,000 |
|
| Total Current Assets |
|
|
8,273 |
|
|
|
25,000 |
|
| Deferred offering costs |
|
|
449,737 |
|
|
|
131,209 |
|
| Total Assets |
|
$ |
458,010 |
|
|
$ |
156,209 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accrued offering costs |
|
$ |
341,483 |
|
|
$ |
131,209 |
|
| Accrued expenses |
|
|
8,440 |
|
|
|
15,264 |
|
| Accounts payable |
|
|
12,758 |
|
|
|
— |
|
| Promissory note – related party |
|
|
147,343 |
|
|
|
— |
|
| Total Liabilities |
|
|
510,024 |
|
|
|
146,473 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and Contingencies (Note 7) |
|
|
|
|
|
|
|
|
| Shareholder’s (Deficit) Equity |
|
|
|
|
|
|
|
|
| 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; none issued and outstanding |
|
|
— |
|
|
|
— |
|
| Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) |
|
|
575 |
|
|
|
575 |
|
| Additional paid-in capital |
|
|
24,425 |
|
|
|
24,425 |
|
| Accumulated deficit |
|
|
(77,014 |
) |
|
|
(15,264 |
) |
| Total Shareholder’s (Deficit) Equity |
|
|
(52,014 |
) |
|
|
9,736 |
|
| TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY |
|
$ |
458,010 |
|
|
$ |
156,209 |
|
The accompanying notes are an integral part
of these financial statements.
SOLARIUS CAPITAL ACQUISITION
CORP.
CONDENSED UNAUDITED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL
1, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| Formation, general and administrative expenses |
|
$ |
77,014 |
|
| Net Loss |
|
$ |
(77,014 |
) |
| |
|
|
|
|
| Weighted average shares outstanding, basic and diluted(1) |
|
|
5,000,000 |
|
| Basic and diluted net loss per ordinary share |
|
$ |
(0.02 |
) |
The accompanying notes are an integral part
of these financial statements.
SOLARIUS CAPITAL ACQUISITION
CORP.
CONDENSED UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR THE PERIOD FROM APRIL
1, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| | |
Class B | | |
Additional
Paid-In | | |
Accumulated | | |
Total
Shareholder’s | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance as of April 1, 2025 (inception) | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Issuance of Class B ordinary shares to Sponsor(1) | |
| 5,750,000 | | |
| 575 | | |
| 24,425 | | |
| — | | |
| 25,000 | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (77,014 | ) | |
| (77,014 | ) |
| Balance as of June 30, 2025 (unaudited) | |
| 5,750,000 | | |
$ | 575 | | |
$ | 24,425 | | |
$ | (77,014 | ) | |
$ | (52,014 | ) |
The accompanying notes are an integral part
of these financial statements.
SOLARIUS CAPITAL ACQUISITION
CORP.
CONDENSED UNAUDITED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL
1, 2025 (INCEPTION) THROUGH JUNE 30, 2025
| Cash Flows from Operating Activities: | |
| |
| Net loss | |
$ | (77,014 | ) |
| Adjustments to reconcile net loss 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 | |
| Changes in operating assets and liabilities: | |
| | |
| Accrued expenses | |
| 8,440 | |
| Accounts payable | |
| 12,758 | |
| Net cash used in operating activities | |
| (3,473 | ) |
| | |
| | |
| Cash Flows from Financing Activities: | |
| | |
| Proceeds from promissory note – related party | |
| 120,000 | |
| Payment of offering costs | |
| (108,254 | ) |
| Net cash provided by financing activities | |
| 11,746 | |
| | |
| | |
| Net change in cash | |
| 8,273 | |
| Cash – beginning of period | |
| — | |
| Cash – end of period | |
$ | 8,273 | |
| | |
| | |
| Non-Cash Investing and Financing Activities: | |
| | |
| Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | |
$ | — | |
| Deferred offering costs included in accrued offering costs | |
$ | 341,483 | |
The accompanying notes are an integral part
of these financial statements.
SOLARIUS CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)
Note 1 - Organization and Plan of Business
Operations
Solarius Capital Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on April 1, 2025. The Company was incorporated for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”).
Although the Company is not limited to a particular
industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on targets that complement
its management team’s background and experience, including in the asset management, wealth management and financial services sectors.
As of June 30, 2025, the Company had not yet commenced
operations. All activity for the period from April 1, 2025 (inception) through June 30, 2025 relates to the Company’s formation
and its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in
the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company
has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on July 15, 2025. On July 17, 2025, the Company consummated its Initial Public Offering
of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise
of their over-allotment option in full (the “Over-Allotment Option”, and with respect to the units purchased pursuant to the
Over-Allotment Option, the “Over-Allotment Option Units”). Each Unit consists of one Class A ordinary share of the Company,
par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant of the Company (each whole
warrant, a “Public Warrant”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $172,500,000.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 450,000 units (the “Private Placement Units”) at a price
of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Solarius Capital Sponsor, LLC (the “Sponsor”),
generating gross proceeds of $4,500,000 (the “Private Placement”), which is described in Note 4. Each Private Placement Unit
consists of one Class A ordinary share (each, a “Private Placement Share”) and one-half of one redeemable warrant (each,
a “Private Placement Warrant”). Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary
share at a price of $11.50 per share.
Transaction costs amounted to $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 fees and $608,142 of other offering costs.
The Company must complete one or more Business
Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below)
(excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time
of the agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business
Combination.
Following the closing of the Initial Public Offering,
on July 17, 2025, an amount of $173,362,500 ($10.05 per Unit) from the net proceeds of the sale of the Units and the Private Placement
Units was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee
(the “Trustee”). The funds are only 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. To mitigate the risk of the Company being
deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act) and thus subject to regulation under the Investment Company Act, the Company may, at any time, instruct the Trustee to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the
Trust Account in cash until the earlier of consummation of the initial Business Combination or liquidation of the Company. Except with
respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds
from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the
earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s
Class A ordinary shares initially issued in the Initial Public Offering (the “Public Shares”, and the holders of such Public
Shares, the “Public Shareholders”) if the Company is unable to complete the initial Business Combination within 21 months
from the closing of the Initial Public Offering (i.e., by April 17, 2027), or such other time period in which the Company must complete
an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association
(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly
submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination
within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,
if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide the Company’s public
shareholders with the opportunity to redeem all or a portion of their Public Shares in connection with the completion of the initial Business
Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial
Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of
factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval
under applicable law or stock exchange listing requirements. The Company will provide the public shareholders with the opportunity to
redeem all or a portion of their Public Shares in connection with the completion of its initial Business Combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior
to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes
paid or payable), divided by the number of then issued and outstanding Public Shares. The amount in the Trust Account is initially anticipated
to be $10.05 per Public Share. The Class A ordinary shares subject to redemption will be recorded at redemption value and classified as
temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval, the
Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business
Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person
or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange
listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares
purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with
respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder
may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed
Business Combination.
Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Company will have only the duration of the
Completion Window to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination
within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (net of taxes paid or payable (other than excise or similar taxes) and up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute
full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor and the Company’s officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
rights with respect to their Founder Shares (as defined below in Note 6), Private Placement Shares and any Public Shares they may acquire
during or after the Initial Public Offering in connection with the completion of the initial Business Combination; (ii) waive their
redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after
the Initial Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if it has not consummated an initial
Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account
with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although
they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails
to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust
Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after
the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination
(except with respect to any such Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance
with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto).
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes
paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity
of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company
believes that the Sponsor’s only assets are securities of the Company.
Liquidity and Capital Resources
As of June 30, 2025 and April 4, 2025, the Company
had $8,273 and $0 in cash and a working capital deficit of $501,751 and $121,473, respectively. The Company’s liquidity needs prior
to the consummation of the Initial Public Offering were satisfied through receipt of $25,000 capital contribution from the Sponsor in
exchange for the issuance of Founder Shares (as defined in Note 6), and up to $400,000 under the Promissory Note (as defined in Note 6).
On July 17, 2025, the Promissory Note was repaid in full. Subsequent to the consummation of the Initial Public Offering, the Company’s
liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held
outside of the Trust Account, including $1,500,000 of reimbursements from the underwriters for certain expenses and fees. Based on the
foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through
the earlier of the consummation of a Business Combination or one year from this filing. The Company cannot be assured that its plans to
consummate an Initial Business Combination will be successful
Note 2 - Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared
in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.
Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial
position, results of operations, or cash flows.
In the opinion of management, the accompanying
unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair
presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Form 8-K as of July 17, 2025, as filed with the SEC on July 24, 2025,
which contains the Company’s audited balance sheet and notes thereto. The interim results for the period from April 1, 2025 (inception)
through June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future
periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as
an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash and $8,273 in cash equivalents
as of June 30, 2025. The Company did not have any cash and cash equivalents as of April 4, 2025.
Offering Costs Associated with the Initial
Public Offering
The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs
consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt
with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and
debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Public
Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public
Warrants and then to the Public Shares. Offering costs allocated to the Public Shares will be charged to temporary equity. Offering costs
allocated to the Public Warrants and Private Placement Warrants will be charged to shareholder’s equity, as the Public Warrants
and Private Placement Warrants, after management’s evaluation, will be accounted for under equity treatment. As of June 30, 2025
and April 4, 2025, the Company had deferred offering costs of $449,737 and $131,209, respectively.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate
the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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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 |
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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. |
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025 and April 4,
2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Derivative Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,
“Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair
value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the
balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
Warrant Instruments
The Company will account for the Public Warrants
and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the
guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify
the Public Warrants and Private Placement Warrants under equity treatment at their assigned values. There were no Public or Private Placement
Warrants currently outstanding as of June 30, 2025 and April 4, 2025.
Net Loss per Ordinary Share
Net loss per ordinary share is computed by dividing
net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject
to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject
to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). At June 30,
2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary
share for the periods presented.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07,
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The
amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided
to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods,
and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing
segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on
April 1, 2025, the date of its incorporation.
Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statements.
Note 3 - Initial Public Offering
Pursuant to the Initial Public Offering on July
17, 2025, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise of the underwriters’
Over-Allotment Option in the amount of 2,250,000 Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable
Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will
expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Warrants - As of June 30, 2025 and April
4, 2025, there were no Public Warrants outstanding. Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as discussed herein. The Public Warrants cannot be exercised until 30 days
after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years
after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise
unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations. No Public Warrant
will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless
the Class A ordinary share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be
entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company
be required to net cash settle any Public Warrant.
Under the terms of that certain warrant agreement,
dated as of July 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”),
the Company agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination,
it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial
Public Offering or a new registration statement for the registration under the Securities Act of the Class A ordinary shares
issuable upon exercise of the Public Warrants and the Company thereafter will use commercially reasonable efforts to cause the same to
become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the
Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the sixtieth (60th) business day
after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration
statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if the Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will
not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will
use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.
If the holders exercise their Public Warrants
on a cashless basis, they would pay the Public Warrant exercise price by surrendering the Public Warrants for that number of Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the Public Warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise
price of the Public Warrants by (y) the fair market value. The “fair market value” is the average reported closing price
of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice
of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.
Redemption of Warrants When the Price per Class
A Ordinary Share Equals or Exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public
Warrants:
| | ● | 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. |
Additionally, if the number of outstanding Class A
ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a split-up of ordinary shares or
other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Class A ordinary
shares issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding ordinary shares.
A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair
market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number
of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per
Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights
offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A
ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable
upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as
reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A
ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business
Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue
price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or
its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the
20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price. The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices
of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company,
for the number of warrants being exercised. The holders of Public Warrants do not have the rights or privileges of holders of Class A
ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class
A ordinary shares upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all
matters to be voted on by shareholders.
Note 4 - Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 450,000 Private Placement Units, at a price of $10.00 per Private Placement Unit,
or $4,500,000 in the aggregate. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement
Share”) one-half of one redeemable warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant
entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
The Private Placement Warrants are identical to
the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, or their permitted transferees,
the Private Placement Warrants (i) are not redeemable, (ii) may not (including the Class A ordinary shares issuable upon
exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless
basis, and (iv) are entitled to registration rights.
The Sponsor and the Company’s officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial
Public Offering in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect
to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in
connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;
(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement
Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to
liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial
Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (iv) vote
any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering
(including in open market and privately-negotiated transactions) in favor of the initial Business Combination (except with respect to
any such Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements
of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto).
Note 5 — Segment Information
ASC Topic 280, “Segment Reporting”,
establishes standards for companies to report, in their financial statements, information about operating segments, products, services,
geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities
from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker
(“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has
determined that the Company only has one reporting segment.
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or
loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total
assets, which includes the following:
| | |
June 30,
2025 | | |
April 4,
2025 | |
| Deferred offering costs | |
$ | 449,737 | | |
$ | 131,209 | |
| | |
For the
Period from
April 1,
2025
(inception) through
June 30,
2025 | |
| Formation, general and administrative expenses | |
$ | 77,014 | |
| Net Loss | |
$ | (77,014 | ) |
The CODM reviews formation, general and administrative
expenses to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within
the business combination period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative expenses,
as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis.
All other segment items included in net income
or loss are reported on the statement of operations and described within their respective disclosures.
Note 6 - Related Party Transactions
Founder Shares
On April 4, 2025, the Company issued an aggregate
of 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Founder Shares” or “Class B ordinary shares”),
in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company.
Up to 750,000 of the Founder Shares were subject to surrender for no consideration depending on the extent to which the underwriters’
Over-Allotment Option in the Initial Public Offering was exercised. As the underwriters exercised their Over-Allotment Option in full,
none of the Founder Shares are subject to such surrender.
The Founder Shares are identical to the Public
Shares included in the Public Units being sold in the Initial Public Offering except that (i) prior to the closing of the initial
Business Combination, only holders of Class B ordinary shares will be entitled to vote on certain matters, (ii) the Founder Shares are
subject to certain transfer restrictions, as described in more detail below, (iii) the Founder Shares are entitled to registration rights,
and (iv) the Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to
which they have agreed to (a) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any
Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of the initial Business Combination;
(b) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire
during or after the Initial Public Offering in connection with a shareholder vote to approve an amendment to the amended and restated
memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within the Completion Window or (2) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity; (c) waive their rights to liquidating distributions from the Trust Account with
respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the
Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
they hold if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions
from assets outside the Trust Account; and (d) vote any Founder Shares and Private Placement Shares held by them and any Public Shares
purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the
initial Business Combination (except with respect to any such Public Shares which may not be voted in favor of approving the Business
Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations
or guidance relating thereto).
The Sponsor has agreed not to transfer, assign
or sell any of its Founder Shares until the earlier to occur of (A) 180 days after the completion of the initial Business Combination
or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction
that results in all of the public shareholders having the right to exchange their Public Shares for cash, securities or other property.
Promissory Note - Related Party
On April 3, 2025, the Company and the Sponsor
entered into a promissory note (the “Promissory Note”), whereby the Sponsor agreed to loan the Company an aggregate of up
to $400,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the
earlier of December 31, 2025, or the date on which the Company consummates the Initial Public Offering. As of June 30, 2025 and April
4, 2025, the Company had borrowed $147,343 and $0 under the Promissory Note, respectively. The Promissory Note was fully repaid on July
17, 2025, and is no longer available.
Administrative Services and Indemnification
Agreement
On July 15, 2025, the Company entered into an
Administrative Services and Indemnification Agreement with the Sponsor, Cambridge International Partners LLC (“Cambridge”)
and Alumia S.À.R.L. (“Alumia”) (the “Administrative and Indemnification Agreement”). The Company agreed
to pay the Sponsor $30,000 per month for office and administrative services and to provide indemnification to the Sponsor, Cambridge,
and Alumia from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the
Company’s business or any claim against the Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement
by the Sponsor, Cambridge or Alumia of any of the Company’s activities or any express or implied association between the Sponsor,
Cambridge or Alumia and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the
funds held in the Trust Account. For the period from April 1, 2025 (inception) through June 30, 2025, the Company had not incurred any
amounts due under the Administrative Services and Indemnification Agreement. As of June 30, 2025 and April 4, 2025, no related amounts
are included in accounts payable and accrued expenses in the accompanying balance sheets.
Related
Party Loans
In
order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or
the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event
that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Any Working Capital
Loans are convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit (“Working
Capital Units”) at the option of the lender. As of June 30, 2025 and April 4, 2025, the Company had no Working Capital Loans.
Note
7 - Commitments and Contingencies
Risks
and Uncertainties
United States
and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing wars
between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East.
In response to the ongoing war between Russia and Ukraine, the North Atlantic Treaty Organization (“NATO”) deployed additional
military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced
various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain
financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain
countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine
and to Israel, increasing geopolitical tensions among a number of nations. The ongoing wars between Russia and Ukraine and between Israel
and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East and the resulting measures that have been
taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its
neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global
economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including
significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks
against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the ongoing wars between Russian and Ukraine, Israel and Hamas, Iran and its proxies in certain of the neighboring countries
in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business
Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration
Rights
The
holders of the (i) Founder Shares, (ii) Private Placement Units (including the securities comprising such units), and (iii) Working
Capital Units (including the securities comprising such units) that may be issued upon conversion of working capital loans are entitled
to registration rights, requiring the Company to register such securities and any of the other securities they hold or acquire prior
to the consummation of the initial Business Combination for resale. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
As
described above, The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to
an additional 2,250,000 Over-Allotment Option Units to cover over-allotments, if any. On July 17, 2025, the underwriters fully exercised
their Over-Allotment Option.
The
underwriters were entitled to 2.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant to the
underwriters’ Over-Allotment Option, or $3,000,000, payable to the underwriters upon the closing of the Initial Public Offering
in the form of a cash underwriting discount. The underwriters agreed to reimburse the Company at the closing of the Initial Public Offering
for all reasonable out-of-pocket expenses and fees (including for the avoidance of doubt, a portion of the upfront underwriting commissions
payable in connection with the closing of the Initial Public Offering) incurred by the Company in connection with the Initial Public
Offering in an amount not to exceed 1.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant
to the underwriters’ Over-Allotment Option. On July 17, 2025, as part of the closing of the Initial Public Offering, the Company
received reimbursement from the underwriters of $1,500,000.
In
addition, the underwriters have agreed to defer 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.
Note
8 – Shareholder’s (Deficit) Equity
Preference
Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June
30, 2025 and April 4, 2025, there were no preference shares issued or outstanding.
Class
A Ordinary Shares - The Company is authorized to issue a total of 400,000,000 Class A ordinary shares, par value of $0.0001
per share. At June 30, 2025 and April 4, 2025, there were no shares of Class A ordinary shares issued or outstanding.
Class
B Ordinary Shares - The Company is authorized to issue a total of 80,000,000 Class B ordinary shares, par value of $0.0001
per share. On April 4, 2025, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004
per share. At June 30, 2025 and April 4, 2025, there were 5,750,000 shares of Class B ordinary shares outstanding.
The
Founder Shares will automatically convert into Class A ordinary shares immediately prior to, or concurrently with or immediately
following the consummation of, the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject
to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further
adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection
with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary
shares will equal, in the aggregate, 25% of the total number of Class A ordinary shares outstanding after such conversion (excluding
the Private Placement Shares and the Class A ordinary shares underlying the Private Placement Warrants and after giving effect to any
redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or
deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares
or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in
the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working
Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of
the Company’s shareholders except as required by law. However, prior to the closing of the initial Business Combination, only holders
of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction
outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt
new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in
a jurisdiction outside the Cayman Islands). This provision of the amended and restated memorandum and articles of association may only
be amended by a special resolution passed by not less than 90% of the ordinary shares which are represented in person or by proxy and
are voted at the general meeting. Unless otherwise specified in the amended and restated memorandum and articles of association, or as
required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the
ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by the Company’s
shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, which requires the affirmative
vote of at least two-thirds of the ordinary shares which are represented in person or by proxy and are voted at a general meeting of
the Company, and pursuant to the amended and restated memorandum and articles of association; such actions include amending the amended
and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result
that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Company’s
shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.
Note
9 - Subsequent Events
The
Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued.
Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment
to or disclosure in the unaudited condensed financial statements.
On
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.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 450,000 Sponsor Private Placement
Units to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $4.5 million.
Upon
the closing of the Initial Public Offering and the Private Placement, the Company deposited $173,362,500 ($10.05 per Public Share) of
net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in the Trust
Account.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Solarius
Capital Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors,
and references to the “Sponsor” refer to Solarius Capital Sponsor, LLC. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ
materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward- looking statements. For information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to
the Risk Factors section of the Company’s final prospectus for the Initial Public Offering filed with the SEC. The Company’s
securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
Overview
We
are a blank check company incorporated on April 1, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses.
We
intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement,
the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or
backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the
foregoing.
The
issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:
| ● | may
significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution
provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Class B ordinary shares; |
| ● | may
subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our
Class A ordinary shares; |
| ● | could
cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors; |
| ● | may
have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking
to obtain control of us; and |
| ● | may
adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants. |
Similarly,
if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result
in:
| ● | default
and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
| ● | acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
| ● | our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding; |
| ● | using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ● | increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and |
| ● | limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of
our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
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.
Results
of Operations
As
of June 30, 2025, we had not commenced any operations. All activity from inception through June 30, 2025 relates to our formation and
preparation for the Initial Public Offering. We will not generate any operating revenues until after the completion of an initial business
combination, at the earliest. We will generate non-operating income in the form of interest earned on the net proceeds of the Initial
Public Offering placed in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For
the period from April 1, 2025 (inception) through June 30, 2025, we had net loss of $77,014, which consisted of formation, general and
administrative expenses.
Liquidity
and Capital Resources
As
of June 30, 2025, we had $8,273 in cash equivalents and a working capital deficit of $501,751.
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.
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.
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.
We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest earned on
the funds held in the Trust Account to fund our taxes payable (other than excise or similar taxes). Our annual income tax obligations
will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned
on the amount in the Trust Account will be sufficient to pay our income taxes, if any. To the extent that our equity 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.
Prior
to the completion of our initial Business Combination, we will have available to us the approximately $1,387,500 of proceeds held outside
the Trust Account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives
or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete
a Business Combination.
We
do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required
for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund
working capital deficiencies or finance transaction costs in connection with an intended 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 our initial Business Combination, we would repay such loaned amounts. In the event that our 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. Such loans may be convertible into private placement units of the post Business
Combination entity at a price of $10.00 per unit at the option of the lender. The terms of such loans, if any, have not been determined
and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect
to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid
for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”
provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover,
we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more
cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of Public
Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with
such Business Combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase
price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we
may be required to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior
to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search
for and completion of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of
equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public
Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion
of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient
funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial Business Combination, if
cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. No unaudited quarterly
operating data is included in this Quarterly Report as we have not conducted any operations to date.
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. We have not identified any critical accounting estimates as of June 30, 2025.
Recent
Accounting Standards
In
November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”
(“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment
expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other
segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and
position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment
performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required
by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required
by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning
after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company adopted ASU 2023-07 on April 1, 2025, the date of its incorporation.
Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s financial statement.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June
30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
June 30, 2025, our disclosure controls and procedures were effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Management’s
Report on Internal Controls Over Financial Reporting
This
Quarterly Report does not include a report of management’s assessment regarding internal control over financial reporting or an
attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for
newly public companies.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Part
II. - OTHER INFORMATION
Item
1. Legal Proceedings
We
are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us or any of our officers or directors in their corporate capacity.
Item
1A. Risk Factors
Factors
that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Final
Prospectus, filed with the SEC on July 16, 2025. Any of these factors could result in a significant or material adverse effect on our
results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial
may also impair our business or results of operations.
As
of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Final Prospectus.
We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
July 17, 2025, we consummated our Initial Public Offering of 17,250,000 Units at $10.00 per Unit, including the issuance of 2,250,000
Units as a result of the underwriters’ full exercise of their Over-Allotment Option, generating gross proceeds to the Company of
$172,250,000. Stifel, Nicolaus & Company, Incorporated acted as the underwriter. The securities sold in the Initial Public Offering
were registered under the Securities Act on registration statement on Form S-1 (No. 333-288078). The SEC declared the registration statement
effective on July 15, 2025.
Simultaneously
with the consummation of the Initial Public Offering, on July 17, 2025, we consummated the private sale of an aggregate of 450,000 Sponsor
Private Placement Units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds of $4,500,000. The Private Placement
Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
We
incurred transaction costs amounting to approximately $9.5 million, consisting of an aggregate amount of approximately $1.5 million of
upfront underwriting fee, approximately $7.4 million of deferred underwriting fees, and approximately $0.6 million of other offering
costs.
Following
the closing of the Initial Public Offering, of the net proceeds received from the consummation of the Initial Public Offering and simultaneous
Private Placement, $173,362,500 ($10.05 per unit sold in the Initial Public Offering) was placed in a U.S.-based trust account maintained
by the Trustee.
There
has been no material change in the planned use of proceeds from the Initial Public Offering and Sponsor Private Placement as is described
in the Company’s final prospectus for its Initial Public Offering
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q
| No. |
|
Description
of Exhibit |
| 10.1* |
|
Administrative Services and Indemnification Agreement, dated July 15, 2025, by and among the Company, Solarius Capital Sponsor, LLC, Cambridge International Partners LLC, and Alumia S.À.R.L. |
| 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) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
SOLARIUS CAPITAL
ACQUISITION CORP. |
| |
|
| Date:
August 29, 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) |
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