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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 3, 2025
SOLARIUS CAPITAL ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42747 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
PO Box 2248
Darien, CT 06820
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (203) 617-0223
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
8.01. Other Events.
On
September 3, 2025, Solarius Capital Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”)
may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and
redeemable warrants (the “Warrants”) included in the Units commencing on or about September 5, 2025. Each Unit consists of one Class A Ordinary Share and one-half of one
Warrant. Any Units not separated
will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “SOCAU”, and the Class A Ordinary
Shares and Warrants will separately trade on Nasdaq under the symbols “SOCA” and “SOCAW”, respectively. No fractional
Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class
A Ordinary Shares and Warrants.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 3, 2025. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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 hereunto duly authorized.
| |
SOLARIUS
CAPITAL ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Richard H. Haywood, Jr. |
| |
|
Name:
|
Richard
H. Haywood, Jr. |
| |
|
Title:
|
Chief
Executive Officer |
| |
|
|
| Dated:
September 3, 2025 |
|
|
