Solarius Capital Acquisition Corp. 10-K

Item 5. Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our Units, Class A ordinary shares and Warrants are traded on Nasdaq under the symbols “SOCAU,” “SOCA” and “SOCAW,” respectively. Holders As of March 20, 2026, there were two holders of record of our Units, one holder of record of our Class A ordinary shares, one holder of record of our Warrants and one holder of record for our Class B ordinary shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, Class A ordinary shares and Warrants are held of record by banks, brokers and other financial institutions. Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination even if we have substantial assets outside the Trust Account. Our amended and restated memorandum and articles of association provides that, prior to the completion of our initial business combination, no dividends or other distributions will be payable on our Class A ordinary shares from assets held outside the Trust Account, and no additional sums will be deposited into the Trust Account following the completion of the Initial Public Offering, unless approved by the written consent of the holders of not less than two-thirds of our Class B ordinary shares. The payment of cash dividends following the completion of our initial business combination will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following completion of our initial business combination may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings On April 4, 2025, our Sponsor purchased an aggregate of 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On July 17, 2025, we consummated our 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’ exercise of Over-Allotment Option. The Units and Over-Allotment Option Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $172,500,000. Stifel, Nicolaus & Company, Incorporated, acted as the book-running manager. The securities sold in the Initial Public Offering were registered under the Securities Act on a 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, we consummated the private placement of 450,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,500,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Of the gross proceeds received from the Initial Public Offering, including the Over-Allotment Option Units and the private placement of Private Placement Units, $173,362,500 was placed in the Trust Account. Transaction costs of the Initial Public Offering 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. 61 Table of Contents Item 6. [Reserved]