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Solarius Capital Acquisition Corp-A 2026年季度报告

2026-05-14 美股财报 测试专用号1普通版
报告封面

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period fromto Commission file number: 001-42747 SOLARIUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 17,700,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 5,750,000 Class Bordinary shares, $0.0001 par value, issued and outstanding. SOLARIUS CAPITAL ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION1Item 1. Interim Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3. Quantitative and Qualitative Disclosures about Market Risk24Item 4. Controls and Procedures24PART II. - OTHER INFORMATION25Item 1. Legal Proceedings25Item 1A. Risk Factors25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds25Item 3. Defaults Upon Senior Securities25Item 4. Mine Safety Disclosures25Item 5. Other Information25Item 6. Exhibits26SIGNATURES27 PART I. FINANCIAL INFORMATION SOLARIUS CAPITAL ACQUISITION CORP.CONDENSED BALANCE SHEET LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,AND SHAREHOLDERS’ DEFICITCurrent liabilities: Accrued expenses$118,780$90,000Accounts payable12,15030,224Due to related party227,395137,395Total Current Liabilities358,325257,619Deferred underwriting commissions7,350,0007,350,000Total Liabilities7,708,3257,607,619 Class A ordinary shares subject to possible redemption, $0.0001par value;17,250,000shares issuedand outstanding at an approximate redemption value of $10.29and $10.20 at March 31, 2026 andDecember 31, 2025, respectively177,559,894175,986,308 Shareholders’ DeficitPreference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding atMarch 31, 2026 and December 31, 2025——Class A ordinary shares, $0.0001par value,400,000,000shares authorized;450,000shares issued andoutstanding (excluding 17,250,000 shares subject to possible redemption) at March 31, 2026 andDecember 31, 20254545Class B ordinary shares, $0.0001par value,80,000,000shares authorized;5,750,000shares issued andoutstanding at March 31, 2026 and December 31, 2025575575Additional paid-in capital——Accumulated deficit(6,453,730)(6,266,610)Total Shareholders’ Deficit(6,453,110)(6,265,990)Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit$178,815,109$177,327,937 SOLARIUS CAPITAL ACQUISITION CORP.UNAUDITED CONDENSED STATEMENT OF OPERATIONS FortheThreeMonthsEndedMarch 31,2026General and administrative expenses$107,685Administrative expense – related party90,000Loss from operations(197,685)Other income:Income on cash and cash equivalents in Trust Account1,573,586Dividend and interest income10,565Other income, net1,584,151Net income$1,386,466Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption17,250,000Basic and diluted net income per share, Class A ordinary shares subject to possible redemption$0.06Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares450,000Basic and diluted net income per share, non-redeemable Class A ordinary shares$0.06Basic and diluted weighted average shares outstanding, non-redeemable Clas