Solarius Capital Acquisition Corp Unit(SOCAU) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents Solarius Capital Acquisition Corp.'s unaudited interim financial statements and related notes for the period ended June 30, 2025 ITEM 1. INTERIM FINANCIAL STATEMENTS Presents Solarius Capital Acquisition Corp.'s unaudited condensed financial statements and comprehensive notes for the period ended June 30, 2025 Condensed Balance Sheets Details the company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and April 4, 2025 | Metric | June 30, 2025 (unaudited) (in USD) | April 4, 2025 (in USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $8,273 | $— | | Total Current Assets | $8,273 | $25,000 | | Deferred offering costs | $449,737 | $131,209 | | Total Assets | $458,010 | $156,209 | | Total Liabilities | $510,024 | $146,473 | | Total Shareholder's (Deficit) Equity | $(52,014) | $9,736 | Condensed Unaudited Statement of Operations Presents the company's financial performance, including expenses and net loss, from inception through June 30, 2025 | Metric | Period from April 1, 2025 (Inception) through June 30, 2025 (in USD) | | :--- | :--- | | Formation, general and administrative expenses | $77,014 | | Net Loss | $(77,014) | | Weighted average shares outstanding, basic and diluted | 5,000,000 | | Basic and diluted net loss per ordinary share | $(0.02) | Condensed Unaudited Statement of Changes in Shareholder's Deficit Outlines changes in shareholder's deficit, including share issuances and net loss, from inception to June 30, 2025 | Metric | Class B Shares | Class B Amount (in USD) | Additional Paid-In Capital (in USD) | Accumulated Deficit (in USD) | Total Shareholder's Deficit (in USD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of April 1, 2025 (inception) | — | $— | $— | $— | $— | | Issuance of Class B ordinary shares to Sponsor | 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) | Condensed Unaudited Statement of Cash Flows Summarizes cash flows from operating, investing, and financing activities for the period ended June 30, 2025 | Cash Flow Activity | Amount (in USD) | | :--- | :--- | | Net loss | $(77,014) | | Net cash used in operating activities | $(3,473) | | Net cash provided by financing activities | $11,746 | | Net change in cash | $8,273 | | Cash – end of period | $8,273 | - Non-cash activities included deferred offering costs of $341,483 included in accrued offering costs[20] Notes to Financial Statements Provides detailed explanations and disclosures supporting the condensed financial statements, covering key accounting policies and transactions Note 1 - Organization and Plan of Business Operations Describes the company's formation, business objectives, IPO, private placement, trust account, and redemption rights - Company incorporated on April 1, 2025, as a Cayman Islands exempted company for a business combination[23] - Intends to focus on targets in asset management, wealth management, and financial services sectors[24] | Event | Date | Details | | :--- | :--- | :--- | | IPO Registration Effective | July 15, 2025 | | | IPO Consummation | July 17, 2025 | 17,250,000 units sold at $10.00/unit, gross proceeds $172,500,000 (includes full over-allotment exercise) | | Private Placement Consummation | Simultaneously with IPO | 450,000 units sold to Sponsor at $10.00/unit, gross proceeds $4,500,000 | | Transaction Costs | Post-IPO | $9,458,142 (underwriting discounts, deferred fees, other offering costs) | | Trust Account Deposit | July 17, 2025 | $173,362,500 ($10.05 per Unit) from IPO and Private Placement proceeds | - The company must complete a business combination with an aggregate fair market value of at least 80% of the Trust Account assets[29] - Funds in the Trust Account are invested in U.S. government treasury obligations or money market funds and will not be released until the completion of a business combination or liquidation[30][31] - Public shareholders have redemption rights in connection with a business combination or if no combination is completed within 21 months (by April 17, 2027)[31][35] - Sponsor and officers/directors have waived redemption rights for Founder Shares and Private Placement Shares and agreed to vote in favor of an initial Business Combination[37] - Sponsor is liable for third-party claims that reduce Trust Account funds below a certain threshold, with exceptions[38] | Metric | June 30, 2025 (in USD) | April 4, 2025 (in USD) | | :--- | :--- | :--- | | Cash | $8,273 | $0 | | Working Capital Deficit | $(501,751) | $(121,473) | - Liquidity needs prior to IPO were met by a $25,000 capital contribution from the Sponsor and a Promissory Note of up to $400,000, which was repaid on July 17, 2025[39] Note 2 - Summary of Significant Accounting Policies Outlines key accounting principles and methods used in preparing financial statements, including GAAP compliance and financial instrument valuation - Financial statements prepared under GAAP for interim information, with some disclosures condensed/omitted per SEC rules[40] - Company is an "emerging growth company" and has elected the extended transition period for new accounting standards[43][44] - Deferred offering costs of $449,737 (June 30, 2025) and $131,209 (April 4, 2025) are allocated between Public Shares (temporary equity) and Public/Private Placement Warrants (shareholder's equity)[48] - Fair value of financial instruments approximates carrying amounts due to their short-term nature[49] - The company is an exempted Cayman Islands company, not subject to income taxes in Cayman Islands or the U.S., resulting in a zero tax provision[53] - Public Warrants and Private Placement Warrants are classified under equity treatment[55] - Net loss per ordinary share is calculated by dividing net loss by weighted average ordinary shares, excluding shares subject to forfeiture, with diluted EPS being the same as basic due to no dilutive securities[56] - Adopted ASU 2023-07 (Segment Reporting) on April 1, 2025, requiring disclosures of significant segment expenses and CODM information[59] Note 3 - Initial Public Offering Details the terms and proceeds of the company's IPO, including unit structure, warrant exercise, and redemption conditions | IPO Detail | Value (in USD) | | :--- | :--- | | Units Sold | 17,250,000 (including 2,250,000 Over-Allotment Option Units) | | Price per Unit | $10.00 | | Gross Proceeds | $172,500,000 | - Each unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant[61] - Each whole Public Warrant is exercisable for one Class A ordinary share at $11.50, exercisable 30 days after business combination completion and expiring five years thereafter[61][62] - The company is not obligated to deliver shares upon warrant exercise unless a registration statement is effective and a prospectus is current[63] - Warrants may be redeemed by the company if the Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-trading day period, with 30 days' prior notice[66][69] Note 4 - Private Placement Describes the private placement of units to the Sponsor, including terms, proceeds, and warrant characteristics | Private Placement Detail | Value (in USD) | | :--- | :--- | | Units Purchased by Sponsor | 450,000 | | Price per Unit | $10.00 | | Gross Proceeds | $4,500,000 | - Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant, exercisable at $11.50 per share[68] - Private Placement Warrants are non-redeemable and subject to transfer restrictions while held by the Sponsor or permitted transferees, can be exercised on a cashless basis, and are entitled to registration rights[70] - Sponsor and officers/directors waived redemption rights for Founder Shares and Private Placement Shares and agreed to vote in favor of the initial Business Combination[71] Note 5 — Segment Information Identifies the company's single reporting segment and the role of the Chief Operating Decision Maker in financial oversight - The company has only one reporting segment[73] - The Chief Financial Officer is the Chief Operating Decision Maker (CODM)[73] - CODM reviews net income/loss and total assets, specifically formation, general, and administrative expenses, to manage cash and ensure capital for a business combination[74][75] Note 6 - Related Party Transactions Discloses transactions with related parties, including Founder Shares issuance and administrative service agreements - On April 4, 2025, 5,750,000 Class B ordinary shares (Founder Shares) were issued to the Sponsor for $25,000[77] - Founder Shares are subject to certain transfer restrictions and have specific voting rights (only Class B holders vote on director appointments/removals prior to business combination)[78][79] - A promissory note for up to $400,000 from the Sponsor was non-interest bearing and repaid in full on July 17, 2025[80] - An Administrative Services and Indemnification Agreement was entered into on July 15, 2025, with the Sponsor, Cambridge International Partners LLC, and Alumia S.À.R.L., requiring a $30,000 monthly payment for services and indemnification[81] Note 7 - Commitments and Contingencies Addresses potential future obligations, geopolitical risks, registration rights, and underwriting fee structures - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could adversely affect the company's search for a business combination[84][85] - Holders of Founder Shares, Private Placement Units, and Working Capital Units are entitled to registration rights[86] - Underwriters fully exercised their Over-Allotment Option on July 17, 2025[87] | Underwriting Fee Type | Amount (in USD) | Payment Terms | | :--- | :--- | :--- | | Upfront Underwriting Discount | $3,000,000 | 2.0% of gross IPO proceeds (excluding over-allotment) | | Underwriter Reimbursement | $1,500,000 | Received on July 17, 2025, for certain expenses | | Deferred Underwriting Commissions | Up to $7,350,000 | 4.0% of gross IPO proceeds (excluding over-allotment) + 6.0% of over-allotment proceeds, payable upon business combination completion | Note 8 – Shareholder's (Deficit) Equity Details authorized and issued share capital, including preference, Class A, and Class B ordinary shares, and their rights - Authorized 1,000,000 preference shares ($0.0001 par value), none issued or outstanding[90] - Authorized 400,000,000 Class A ordinary shares ($0.0001 par value), none issued or outstanding as of June 30, 2025, and April 4, 2025[91] - Authorized 80,000,000 Class B ordinary shares ($0.0001 par value); 5,750,000 shares issued to Sponsor for $25,000 on April 4, 2025, and outstanding as of June 30, 2025, and April 4, 2025[92] - Founder Shares (Class B) automatically convert to Class A ordinary shares on a one-for-one basis (subject to adjustment) upon or immediately prior to the initial Business Combination[93] - Prior to the initial Business Combination, only Class B ordinary shareholders vote on director appointments and removals or continuing the company in a jurisdiction outside the Cayman Islands[94] Note 9 - Subsequent Events Reports significant events after the reporting period, including the IPO, private placement, and trust account funding - On July 17, 2025, the company consummated its IPO, selling 17,250,000 units at $10.00 per unit, generating $172.5 million gross proceeds and incurring approximately $9.5 million in offering costs[96] - Simultaneously, the Private Placement of 450,000 Sponsor Private Placement Units to the Sponsor generated $4.5 million gross proceeds[97] - $173,362,500 ($10.05 per Public Share) from the net proceeds of the IPO and Private Placement was deposited into the Trust Account[98] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Solarius Capital Acquisition Corp.'s financial condition, operational results, and liquidity, emphasizing its pre-operational status and business combination strategy Special Note Regarding Forward-Looking Statements Cautions readers that the report contains forward-looking statements subject to risks and uncertainties, advising reference to risk factors - The report includes forward-looking statements that involve risks and uncertainties[101] - Readers should refer to the Risk Factors section for factors that could cause actual results to differ materially[101] Overview Provides an overview of the company's nature as a blank check company and its strategy for funding a business combination - Company is a blank check company incorporated on April 1, 2025, to effect a business combination[102] - Intends to use cash from IPO/Private Placement, proceeds from share sales, debt, or other securities for business combinations[103] - Issuance of additional shares could significantly dilute equity, subordinate rights, cause change in control, or adversely affect market prices[105] - Incurring significant debt could lead to default, inability to obtain financing, reduced cash flow, and increased vulnerability to adverse conditions[104][112] Results of Operations Details the company's financial performance, including the net loss incurred due to formation and administrative expenses - No operations commenced as of June 30, 2025; activities related to formation and IPO preparation[108] - Net loss of $77,014 for the period from April 1, 2025 (inception) through June 30, 2025, due to formation, general, and administrative expenses[109] - Expects to incur increased expenses as a public company and for due diligence[108] Liquidity and Capital Resources Discusses the company's cash position, working capital, and funding sources for operations and future business combinations | Metric | June 30, 2025 (in USD) | | :--- | :--- | | Cash equivalents | $8,273 | | Working capital deficit | $(501,751) | - Pre-IPO liquidity was from a $25,000 capital contribution and a $400,000 promissory note from the Sponsor, which was repaid on July 17, 2025[111] - Post-IPO, $173,362,500 ($10.05 per Unit) was placed in the Trust Account, to be invested in U.S. government treasury obligations or money market funds[114] - Approximately $1,387,500 of proceeds held outside the Trust Account will be used for identifying and evaluating target businesses, due diligence, and transaction costs[116] - Management believes current capital and borrowing capacity are sufficient through the earlier of business combination or one year from filing[39] - May need additional financing for business combination if cash from Trust Account is insufficient or significant redemptions occur[119] Contractual Obligations Confirms the absence of long-term debt, capital lease, operating lease, or other long-term liabilities - No long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[120] Critical Accounting Estimates States that no critical accounting estimates were identified as of June 30, 2025 - No critical accounting estimates identified as of June 30, 2025[121] Recent Accounting Standards Notes the adoption of ASU 2023-07 and the expected non-material impact of other recent accounting pronouncements - Adopted ASU 2023-07 (Segment Reporting) on April 1, 2025[122] - No other recently issued accounting pronouncements are expected to have a material effect[123] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK States that quantitative and qualitative disclosures about market risk are not applicable to the company - Not applicable[124] ITEM 4. CONTROLS AND PROCEDURES Management evaluated disclosure controls and procedures as effective on June 30, 2025, noting inherent limitations and no material changes in internal controls Evaluation of Disclosure Controls and Procedures Confirms the effectiveness of disclosure controls and procedures as of June 30, 2025, while acknowledging inherent limitations - Disclosure controls and procedures were effective as of June 30, 2025[125] - Disclosure controls provide reasonable, not absolute, assurance[126] Management's Report on Internal Controls Over Financial Reporting Explains the exclusion of management's assessment and auditor attestation report on internal controls due to the company's newly public status - Report does not include management's assessment or auditor attestation report on internal control over financial reporting due to SEC transition period for newly public companies[127] Changes in Internal Control over Financial Reporting Reports that no material changes occurred in internal control over financial reporting during the most recent fiscal quarter - No material changes in internal control over financial reporting during the most recent fiscal quarter[128] PART II. - OTHER INFORMATION Provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales ITEM 1. LEGAL PROCEEDINGS The company is not currently involved in any material legal proceedings, nor is it aware of any threatened against it or its officers or directors - No material legal proceedings are currently active or threatened against the company or its officers/directors[131] ITEM 1A. RISK FACTORS No material changes to risk factors disclosed in the Final Prospectus filed on July 16, 2025, with future filings potentially disclosing updates - No material changes to risk factors disclosed in the Final Prospectus filed on July 16, 2025[133] - Future filings may disclose changes or additional risk factors[133] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Details the IPO and private placement consummated on July 17, 2025, including gross proceeds, transaction costs, and trust account deposit | Event | Date | Details (in USD) | | :--- | :--- | :--- | | IPO Consummation | July 17, 2025 | 17,250,000 Units sold at $10.00/Unit, gross proceeds $172,250,000 (includes full over-allotment exercise) | | Private Placement Consummation | July 17, 2025 | 450,000 Sponsor Private Placement Units sold to Sponsor at $10.00/Unit, gross proceeds $4,500,000 | | Transaction Costs | Post-IPO | Approximately $9.5 million (upfront underwriting fee, deferred underwriting fees, other offering costs) | | Trust Account Deposit | Post-IPO | $173,362,500 ($10.05 per unit) from IPO and Private Placement net proceeds | - The Private Placement Units were issued under the exemption from registration in Section 4(a)(2) of the Securities Act[135] - No material change in the planned use of proceeds from the IPO and Sponsor Private Placement[138] ITEM 3. DEFAULTS UPON SENIOR SECURITIES Confirms that there have been no defaults upon senior securities - None[138] ITEM 4. MINE SAFETY DISCLOSURES States that mine safety disclosures are not applicable to the company - Not applicable[139] ITEM 5. OTHER INFORMATION Indicates that there is no other information to disclose - None[140] ITEM 6. Exhibits Lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - Includes Administrative Services and Indemnification Agreement, Certifications of Principal Executive and Financial Officers, and XBRL documents[141] SIGNATURES Contains official signatures of the CEO and CFO, certifying the report on behalf of Solarius Capital Acquisition Corp. on August 29, 2025 - Signed by Richard H. Haywood, Jr. (CEO) and Anthony DeLuca (CFO) on August 29, 2025[145]