Solarius Capital Acquisition Corp. 10-K

Item 9A. 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 Form 10-K, 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 vice president of finance (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 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 Annual Report on Form 10-K 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. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 70 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our officers and directors are as follows: Name Age Position Richard H. Haywood, Jr. 63 Chief Executive Officer Anthony DeLuca 63 Chief Financial Officer and Chief Operating Officer Mohsen Fahmi 69 Chairman David W. Abbott 53 Director James Abbott 57 Director Michael J. Giarla 56 Director Deborah Kuenstner 67 Director Patrick Pagni 75 Director Richard H. Haywood, Jr. has been our Chief Executive Officer since April 2025. Mr. Haywood brings over 30 years of global investment banking and private equity experience from some of the world’s largest financial institutions. Since 2010, Mr. Haywood has served as a co-owner and managing director of Cambridge International Partners LLC, a Stamford, Connecticut-based investment banking firm focused on providing mergers and acquisitions advisory services to the asset and wealth management industries. In this capacity, Mr. Haywood has originated and executed numerous mergers and acquisitions assignments for both asset and wealth managers. Prior to Cambridge, from 2004 to 2007, Mr. Haywood served as executive vice president of Asset Management Finance, a company which invested in asset management firms using a proprietary revenue sharing structure. In this capacity, Mr. Haywood was responsible for managing the day-to-day operations of the company and co-leading the origination and deal execution functions, while being a member of the investment committee. Prior to Asset Management Finance, from 1999 to 2003, Mr. Haywood worked in the investment banking group of Lehman Brothers Holdings Inc. (“Lehman Brothers”), where he was a Director focused on asset management. Prior to Lehman Brothers, from 1991 to 1998, Mr. Haywood worked in the investment banking group of Goldman Sachs, where he was a Vice President focused on asset management. Mr. Haywood holds a Master of Management degree, with distinction, from the Kellogg School of Management at Northwestern University and a Bachelor of Science and Business Administration degree from the University of North Carolina at Chapel Hill. Anthony DeLuca has been our Chief Financial Officer and Chief Operating Officer since April 2025. Mr. DeLuca brings over 40 years of global finance and infrastructure experience in the financial services industry. He began his career in public accounting serving a wide range of global financial institutions in assurance, audit and advisory roles. From 2006 to 2022, Mr. DeLuca spent 15 years at Moore, where he was a member of its board and served as chief financial officer. During his time at Moore, he was responsible for various functions including finance, treasury, accounting, operations, technology and facilities. Mr. DeLuca was instrumental in helping Moore successfully navigate the financial crisis and the company’s subsequent registration with global regulators. He also was Moore’s representative at the Managed Funds Association where he served two terms on its board and executive committee. Prior to joining Moore in 2006, Mr. DeLuca spent eight years at Morgan Stanley. His career with Morgan Stanley began as the chief financial officer of its investment management business where he was responsible for the post-merger integration of several asset management companies as a result of Morgan Stanley’s acquisition of Van Kampen and Miller Anderson along with its subsequent merger with Dean Witter. The resulting merger and acquisitions took the business from $35 billion in assets under management to over $400 billion in assets under management in a short period of time. Mr. DeLuca was then asked to take the position of Global Audit Director to restructure the department to assist Morgan Stanley’s board and management committee with the changing regulatory and control environment following the adoption of Sarbanes-Oxley. During his over three years as Global Audit Director, he restructured processes and procedures while reconstituting the global staff from 120 to over 300 employees in ten global cities. While at Morgan Stanley, Mr. DeLuca was a member of the board of directors of various funds and partnerships. Prior to joining Morgan Stanley, Mr. DeLuca was a partner in the financial services practice of Ernst and Young. While at Ernst and Young, he served multinational clients including investment management firms (alternatives, mutual funds, fund of funds and partnerships), investment banks, broker dealers, commodities and energy companies on assurance and advisory engagements. Mr. DeLuca has conducted extensive risk management and trading reviews of international investment and commodities companies. He has also managed and led M&A due diligence engagements for investment funds involved in venture capital, private equity, real estate, energy and energy derivatives businesses. Mr. DeLuca served as a director for the DTCC/Deriv Serv, DTCC Data Repository (U.S) LLC and DTCC Derivatives Repository Ltd business which were formed to address the needs of the financial industry due to regulatory changes following the 2008 financial crisis. 71 Table of Contents Mohsen Fahmi has been our Chairman since April 2025. Mr. Fahmi brings over 40 years of global finance experience in both developing and developed economies. Throughout his career, he amassed significant experience in both the U.S. and Europe. His experience was with some of the oldest, largest and most respected financial institutions in the world including the World Bank, J.P. Morgan, Goldman Sachs, Salomon Brothers, Tokai Bank of Europe, Moore, Pacific Investment Management Company (PIMCO) and Sarawak Sovereign Wealth Future Fund. Mr. Fahmi has served as a guardian of the board of Sarawak Sovereign Wealth Future Fund since October 2023. From January 2022 to the end of 2023, Mr. Fahmi was advisor to PIMCO after being, from 2014 to 2021, a managing director of PIMCO and member of its investment committee, a committee that sets investment views and parameters for the firm’s close to $2 trillion in assets under management. He was also responsible for the firm’s entire enhanced equity business which is a business representing more than $30 billion of assets. Prior to joining PIMCO in 2014, Mr. Fahmi spent 11 years at Moore. His career at Moore started in London and moved to New York. In addition to being a senior macro portfolio manager, Mr. Fahmi also spent 3 years as the firm’s first ever global chief operating officer responsible for global risk management, trade execution and technology. During his tenure at Moore, Mr. Fahmi also served as a member of the board of directors of E*Trade, a leading online brokerage and asset management firm with over $50 billion in assets, from July 2013 to August 2014. Prior to joining Moore, Mr. Fahmi held several senior roles in proprietary trading, portfolio management and asset management with Tokai Bank of Europe, Salomon Brothers Asset Management, Goldman Sachs, J.P. Morgan, and the World Bank Group (working for the International Finance Corporation as well as the World Bank). Mr. Fahmi is currently retired although he is a founding board member of the RAIN Foundation (Guernsey), an innovative and disruptive decentralized finance and digital token venture. Additionally, he is an active investor in venture capital including in FinTech. Mr. Fahmi holds a Master’s degree in civil engineering from the Ohio State University and a Master of Business Administration degree from Stanford University Graduate School of Business. We believe Mr. Fahmi is qualified to serve on our board of directors due, among other things, to his extensive financial background and investment experience in both the U.S. and European markets. David W. Abbott has served on our board of directors since July 2025. Mr. Abbott brings over 30 years of investment banking and private equity experience focused on the investment management sector. From 2009 to present, Mr. Abbott has served as co-owner and managing director, and since 2018, as president, of Cambridge International Partners LLC, a specialist M&A advisor headquartered in Stamford, CT with a focus on the asset and wealth management industries. Mr. Abbott has originated and executed numerous M&A assignments for both asset and wealth managers. Prior to Cambridge International Partners, from 2005 to 2007, Mr. Abbott served as senior vice president of Asset Management Finance, a company backed by Pacific Life, National Bank of Canada and Tokio Marine, which invested in asset and wealth management firms using a proprietary revenue sharing structure. In this capacity, Mr. Abbott was co-lead of the origination and deal execution functions. Mr. Abbott joined Asset Management Finance from Cambridge International Partners where he had been vice president from 2001 through 2004. Prior to joining Cambridge International Partners in 2001, Mr. Abbott worked in the Financial Institutions Group in investment banking at Goldman Sachs and at Berkshire Global Advisors. Mr. Abbott holds a Master of Business Administration degree from the Darden Graduate School of Business Administration at the University of Virginia and a Bachelor of Arts degree from Purdue University Krannert School of Management. We believe Mr. Abbott is qualified to serve on our board of directors due, among other things, to his extensive investment experience and leadership experience. 72 Table of Contents James Abbott has served on our board of directors since July 2025. Mr. Abbott brings more than 20 years of asset management and wealth management experience. Mr. Abbott has established growth platforms for a range of investment management entrepreneurs, businesses, and client-types, currently serving as Chief Investment Officer at City of London Investment Group, and previously serving as Chief Executive Officer and Chairman of Matthews Asia since June 2022, and prior to that, as President and Chairman of Carillon Tower Advisers from January 2003 to June 2022. His experience includes public and private markets, organic and acquisition-led growth, institutional and wealth channels, with a focus on scale, global reach, and client outcomes. Mr. Abbott has served as President on US mutual fund Boards including Carillon Funds and Matthews Asia Funds, and as a board member on Luxembourg UCITS, active ETF, and a range of private company boards. Mr. Abbott is a CFA charterholder, a Chartered Alternative Investments Analyst, and is a Certified Fraud Examiner. We believe Mr. Abbott is qualified to serve on our board of directors due, among other things, to his extensive investment experience and leadership experience. Michael J. Giarla has served on our board of directors since July 2025. Mr. Giarla brings over 40 years of experience in financial services, including leading an institutional investment management firm and holding governance roles on the boards of asset management, investment banking, commercial banking, venture banking and financial technology organizations. He also serves on the investment committees of several endowments and foundations. Mr. Giarla is chair of the Board of ConnexMarkets, Inc., a financial technology firm he co-founded in early 2021. In 2019 and 2020 he served as chair of the board of New World Financial Holdings, a holding company with majority control of a registered investment advisor, an investment bank, and a broker/dealer. He continues to serve the registered investment advisor (New World Advisors) as a member of the of its advisory board. Mr. Giarla held several leadership positions (including chair of the board and chief executive officer) with Smith Breeden Associates during his 30-year career with the firm. He engineered the firm’s sale to (and integration with) Amundi Asset Management in 2013 and retired from the organization at the end of 2015. Mr. Giarla plays an active volunteer role on the boards and investment committees of several non-profit organizations including the Center for Community Self Help (Durham, North Carolina), the Roxbury Latin School (Boston, Massachusetts), the Burroughs Welcome Fund (Research Triangle Park, North Carolina), the Hill Center (Durham, North Carolina), the Core Knowledge Foundation (Charlottesville, Virginia), Durham Academy (Durham, North Carolina), and Book Harvest, Inc. (Durham, North Carolina). Mr. Giarla holds a Master of Business Administration (1985) with a Concentration in Finance from the Stanford University Graduate School of Business, where he was an Arjay Miller Scholar. He earned a Bachelor of Arts in Statistics, summa cum laude, from Harvard University (1981), where he was elected to Phi Beta Kappa and was a Harvard Club of Boston Scholar. We believe Mr. Giarla is qualified to serve on our board of directors due, among other things, to his extensive investment experience and board leadership experience. Deborah Kuenstner has served on our board of directors since July 2025. Ms. Kuenstner brings over 40 years of investment management experience from large investment firms and asset owners. From 2009 to present, Ms. Kuenstner has served as the chief investment officer of Wellesley College where she oversees the investment of the College’s $3 billion endowment across multiple asset classes and geographies. Prior to Wellesley, from 2007 to 2009, Ms. Kuenstner was the first chief investment officer at Brandeis University. From 2005 to 2006, Ms. Kuenstner was managing director of Research at Fidelity Investments. Prior to Fidelity, Ms. Kuenstner spent eight years at Putnam Investments where she progressed from senior portfolio manager to chief investment officer of the firm’s Value group and eight years at DuPont where she managed the international equity portfolio for the firm’s pension fund. Ms. Kuenstner served as a director of Boston Private Financial Holdings from 2008 until its sale to Silicon Valley Bank in 2021. She was also a director of the Presbyterian Board Pension which oversees the denomination’s defined benefit pension plan. Ms. Kuenstner is a graduate of Wellesley College and New York University’s Stern School of Business. We believe Ms. Kuenstner is qualified to serve on our board of directors due, among other things, to her extensive investment experience and leadership experience. 73 Table of Contents Patrick Pagni has served on our board of directors since July 2025. Throughout a 45-year career in banking and finance, Mr. Pagni brings more than 20 years of asset management experience from leading companies like Trust Company of the West and Amundi. He is currently executive chairman of Lexington Global Distribution Partners, since 2018, a company he co-founded to distribute U.S. and European asset managers in the U.S. offshore market and a partner in Blue Apple NYC, a New York Real Estate Fund. Prior to Lexington, Patrick was senior regional officer for North America at Amundi Asset Management from 2010 until 2017, where he orchestrated the acquisition of Smith Breeden and oversaw the integration of Pioneer. He then served as senior advisor to Amundi from 2017 to 2019. Mr. Pagni spent most of his previous career at Société Générale, first in corporate banking and then in asset management. He was head of the Hong Kong operations between 1984 and 1988, chief executive officer of SG’s brokerage business in the U.K. from 1988 to 1992 and senior country head for the U.K. between 1992 and 1998 when he orchestrated the acquisition of Hambros Bank. Upon his return to France in 1999, he became chief strategic officer of Société Générale’s corporate and investment banking operations, then joined SGAM. He negotiated the acquisition of Trust Company of the West of which he became executive vice president upon his relocation to the U.S. in 2001. When SGAM was merged with Credit Agricole Asset Management to create Amundi, he took the position of senior regional officer for North America at Amundi. Mr Pagni is chairman of the Albertine Foundation, which finances cultural exchanges between France and the US, of the American Society of the French Order of Merit (ASFOM), which regroups all recipients of the French order of merit living in the United States, and chairman emeritus of the Paris-Dauphine Foundation, which aims at collecting donations from US taxpayers for the development of the University of Paris-Dauphine in France. Mr. Pagni holds a Maitrise en Sciences de gestion from the University of Paris Dauphine and an MBA from the Harvard Business School. We believe Mr. Pagni is qualified to serve on our board of directors due, among other things, to his extensive investment experience and board leadership experience. Our director, Mr. David W. Abbott, is not related to Mr. James Abbott or to any of our other officers or directors. Number and Terms of Office of Officers and Directors Our board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Deborah Kuenstner and Patrick Pagni, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Michael J. Giarla and James Abbott, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of David W. Abbott and Mohsen Fahmi, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the Company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Our board of directors has determined that Mohsen Fahmi, James Abbott, Deborah Kuenstner, Patrick Pagni and Michael J. Giarla are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. 74 Table of Contents Audit Committee We established an audit committee of the board of directors. James Abbott, Deborah Kuenstner and Michael J. Giarla serve as the members of our audit committee. Michael J. Giarla serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Michael J. Giarla qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We adopted an audit committee charter, which will detail the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We established a compensation committee of our board of directors. The members of our compensation committee are Mohsen Fahmi, James Abbott and Patrick Pagni, and Mohsen Fahmi serves as chairman of the compensation committee. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; 75 Table of Contents ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mohsen Fahmi, James Abbott, Michael J. Giarla, Deborah Kuenstner and Patrick Pagni. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. 76 Table of Contents Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics as an exhibit to the registration statement relating to the Initial Public Offering. You are able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to our officers and directors were complied with, except for the nine Form 3 reports that were filed late due to an administrative matter with each such filing for each of our officers and directors. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. 77 Table of Contents Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then — current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Richard H. Haywood, Jr. Cambridge International Partners LLC Investment banking Co-Owner and Managing Director Mohsen Fahmi Sarawak Sovereign Wealth Future Fund Investment fund Board Guardian David W. Abbott Cambridge International Partners LLC Investment banking Co-Owner, President and Managing Director Michael J. Giarla ConnexMarkets, Inc. Financial technology firm Chairman New World Advisors Investment advisor firm Advisory Board Member Center for Community Self Help Non-profit organization Director Roxbury Latin School Non-profit organization Chairman Burroughs Welcome Fund Private foundation Board Member Hill Center Non-profit organization Treasurer and Board Member Core Knowledge Foundation Non-profit organization Board Member Book Harvest, Inc. Non-profit organization Treasurer James Abbott City of London Investment Group Investment Management Chief Investment Officer Deborah Kuenstner Wellesley College Non-profit organization Chief Investment Officer Patric Pagni Lexington Global Distribution Partners Investment fund Co-Founder and Executive Chairman Blue Apple NYC Real estate fund Partner 78 Table of Contents In addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, and because we expect that our company will generally have priority over any other special purpose acquisition companies subsequently formed by our Sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. There may be actual or potential material conflicts of interest between our Sponsor, its affiliates or promoters on the one hand, and our public investors on the other hand. In addition to the above, potential investors should be aware of the following potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders purchased Founder Shares prior to the Initial Public Offering and our Sponsor purchased Private Placement Units in transactions that closed simultaneously with the closing of the Initial Public Offering and the closing of the Over-Allotment Option. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire in connection with the completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) 180 days after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property and our Sponsor has agreed not to transfer, assign or sell any of its Private Placement Units (including the securities comprising such Units) until 30 days after the completion of our initial business combination. Because our Sponsor and members of our management team will directly or indirectly own our securities following the Initial Public Offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the Completion Window. Our Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per share. Accordingly, our management team, which owns interest in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our public shareholders paid for their public shares. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the Completion Window, the Founder Shares may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. 79 Table of Contents ● If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws if the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Because we may redeem the outstanding Warrants held by Public Warrant holders and the Private Placement Warrants held by our Sponsor are not redeemable by us and are exercisable on a cashless basis, the Sponsor may profit at times when an unaffiliated security holder cannot profit, such as when the Public Warrants are called for redemption or if the Sponsor chooses to utilize the cashless exercise option under circumstances where the Public Warrant holders cannot exercise on a cashless basis. Accordingly, there may be actual or potential material conflicts of interest between our Sponsor on the one hand, and the Public Warrant holders on the other hand. ● In the event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a business combination target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Further, we pay our Sponsor, for office and administrative services provided to members of our management team in an amount equal to $30,000 per month. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our Sponsor, Cambridge and Alumia relating to the monthly payment for office space and administrative services described above, that we will indemnify our Sponsor, Cambridge and Alumia from any claims (i) arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Company’s activities or any express or implied association between our 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 our Trust Account. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote their Founder Shares, Private Placement Shares and any shares purchased during or after the Initial Public Offering in favor of our 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). 80 Table of Contents Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our Sponsor for office and administrative services provided to members of our management team in an amount equal to $30,000 per month. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our Sponsor, Cambridge and Alumia relating to the monthly payment for office space and administrative services described above, that we will indemnify our Sponsor, Cambridge and Alumia from any claims (i) arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Company’s activities or any express or implied association between our 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 our Trust Account. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Furthermore, our independent directors has received membership interests in our Sponsor as compensation for their service as directors to the Company. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. 81 Table of Contents Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 20, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Class A ordinary shares; ● each of our officers and directors; and ● all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them. The beneficial ownership of our Ordinary Shares is based on 23,450,000 Class A ordinary shares and 5,750,000 Founder Shares issued and outstanding as of March 20, 2026. Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Number of Founder Shares Beneficially Owned (2) Approximate Percentage of Total Voting Power Solarius Capital Sponsor, LLC (our Sponsor) (3) 450,000 5,750,000 26.4 % Richard H. Haywood, Jr. — — — Anthony Deluca — — — Mohsen Fahmi — — — David W. Abbott — — — James Abbott — — — Michael J. Giarla — — — Deborah Kuenstner — — — Patrick Pagni — — — All officers and directors as a group (8 individuals) — — — (1) Unless otherwise noted, the business address of each of the following is PO Box 2248, Darien, Connecticut 06820. (2) Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. (3) Solarius Capital Sponsor, LLC is the record holder of the shares reported herein. There are three managing members of Solarius Capital Sponsor, LLC. Each managing member has one vote, and the approval of a majority is required to approve an action. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual managing member of Solarius Capital Sponsor, LLC exercises voting or dispositive control over any of the securities held by the entity, even those in which he or she holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. 82 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares 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. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 shares if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding shares after the Initial Public Offering (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). Private Placement Units Our Sponsor purchased an aggregate of 450,000 Private Placement Units, at a price of $10.00 per Unit, or $4,500,000 in the aggregate, in a private placement that closed simultaneously with the closing of the Initial Public Offering. Related Party Loan On April 3, 2025, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $400,000 (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of the completion of December 31, 2025 or the date on which the Company consummated the Initial Public Offering. On July 17, 2025, the Promissory Note was repaid in full. Administrative Services and Indemnification Agreement On July 15, 2025, the Company entered into the Administrative Services and Indemnification Agreement. We 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 (i) arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Company’s activities or any express or implied association between our 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 our Trust Account. For the period from April 1, 2025 (inception) through December 31, 2025, the Company incurred $163,548 in administrative services expenses under the Administrative Services and Indemnification Agreement. 83 Table of Contents Item 14. Principal Accounting Fees and Services. The firm of WithumSmith+Brown, PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from April 1, 2025 (inception) through December 31, 2025 and of services rendered in connection with our Initial Public Offering, amounted to $121,160. Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. During the period from April 1, 2025 (inception) through December 31, 2025, we did not pay WithumSmith+Brown, PC any audit-related fees. Tax Fees . Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period from April 1, 2025 (inception) through December 31, 2025, we did not pay WithumSmith+Brown, PC any tax fees. All Other Fees . All other fees consist of fees billed for all other services. During the period from April 1, 2025 (inception) through December 31, 2025, we did not pay WithumSmith+Brown, PC any other fees. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 84 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Form 10-K. Exhibit Index Exhibit Number Description 1.1 Underwriting Agreement, dated July 15, 2025, by and among the Company and Stifel, Nicolaus & Company, Incorporated as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 4.1 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). 4.2 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). 4.3 Specimen Unit Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on June 16, 2025). 4.4 Warrant Agreement, dated July 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 4.5* Description of Registrant’s Securities. 10.1 Letter Agreement, dated July 15, 2025 , by and among the Company, its executive officers, its directors and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 10.2 Investment Management Trust Agreement, dated July 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 10.3 Registration Rights Agreement, dated July 15, 2025, by and among the Company, Solarius Capital Sponsor, LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 85 Table of Contents 10.4 Private Placement Units Purchase Agreement, dated July 15, 2025, by and between the Company and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). 10.5 Administrative Services and Indemnification Agreement, dated July 15, 2025, by and between the Company, Solarius Capital Sponsor, LLC, Cambridge International Partners LLC, and Alumia S.À.R.L. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-42747, filed with the Securities and Exchange Commission on August 29, 2025). 10.6 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.333-288078, filed with the Securities and Exchange Commission on June 16, 2025). 10.7 Promissory Note issued to Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on July 15, 2025). 10.8 Securities Subscription Agreement between the Company and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on June 16, 2025). 14 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). 24 Power of Attorney (included on signature page of this Form 10-K). 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1* Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1. 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 Label 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). * Filed herewith ** Furnished herewith 86 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 20, 2026 Solarius Capital Acquisition Corp. By: /s/ Richard H. Haywood, Jr. Name: Richard H. Haywood, Jr. Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mohsen Fahmi, Richard H. Haywood, Jr. and Anthony DeLuca, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Richard H. Haywood, Jr. Chief Executive Officer March 20, 2026 Richard H. Haywood, Jr. (Principal Executive Officer) /s/ Anthony DeLuca Chief Financial Officer March 20, 2026 Anthony DeLuca (Principal Financial and Accounting Officer) /s/ Mohsen Fahmi Chairman March 20, 2026 Mohsen Fahmi /s/ David W. Abbott Director March 20, 2026 David W. Abbott /s/ Michael J. Giarla Director March 20, 2026 Michael J. Giarla /s/ James Abbott Director March 20, 2026 James Abbott /s/ Deborah Kuenstner Director March 20, 2026 Deborah Kuenstner /s/ Patrick Pagni Director March 20, 2026 Patrick Pagni 87 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations For the Period From April 1, 2025 (Inception) Through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit For the Period From April 1, 2025 (Inception) Through December 31, 2025 F-5 Statement of Cash Flows For the Period From April 1, 2025 (Inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Solarius Capital Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Solarius Capital Acquisition Corp. (the “Company”) as of December 31, 2025, the related statements of operations, statements of changes in shareholders’ deficit and cash flows for the period from April 1, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from April 1, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, NY March 20, 2026 PCAOB ID Number 100 F- 2 Table of Contents SOLARIUS CAPITAL ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 1,229,956 Prepaid expenses – current 72,500 Total Current Assets 1,302,456 Prepaid expenses – non-current 39,173 Cash and cash equivalents held in Trust account 175,986,308 Total Assets $ 177,327,937 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT Current liabilities: Accrued expenses 90,000 Accounts payable 30,224 Due to related party 137,395 Total Current liabilities 257,619 Deferred underwriting commissions 7,350,000 Total Liabilities 7,607,619 Commitments and Contingencies (Note 7) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 17,250,000 shares issued and outstanding at an approximate redemption value of $ 10.20 per share 175,986,308 Shareholders’ Deficit 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; 450,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) 45 Class B ordinary shares, $ 0.0001 par value, 80,000,000 shares authorized; 5,750,000 shares issued and outstanding 575 Additional paid-in capital — Accumulated deficit ( 6,266,610 ) Total Shareholders’ Deficit ( 6,265,990 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $ 177,327,937 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents SOLARIUS CAPITAL ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Period from April 1, 2025 (inception) Through December 31, 2025 Formation, general and administrative expenses $ 391,875 Administrative expense – related party 163,548 Loss from operations ( 555,423 ) Other income: Income on cash and cash equivalents in Trust Account 2,623,808 Dividend and interest income 20,075 Total Other income 2,643,883 Net income $ 2,088,460 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 10,538,182 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.13 Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares 274,909 Basic and diluted net income per share, non-redeemable Class A ordinary shares $ 0.13 Basic weighted average shares outstanding, non-redeemable Class B ordinary shares 5,458,182 Basic net income per share, non-redeemable Class B ordinary shares $ 0.13 Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,501,818 Diluted net income per share, non-redeemable Class B ordinary shares $ 0.13 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents SOLARIUS CAPITAL ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM APRIL 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Class B Additional Total Ordinary Shares Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – April 1, 2025 (inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor — — 5,750,000 575 24,425 — 25,000 Fair value of Public Warrants included in Public Units — — — — 3,092,629 — 3,092,629 Sale of Private Placement Units 450,000 45 — — 4,499,955 — 4,500,000 Allocated value of transaction costs to warrants — — — — ( 169,568 ) — ( 169,568 ) Reimbursement of underwriting fees — — — — 65,000 — 65,000 Remeasurement of Class A ordinary shares to redemption value — — — — ( 7,512,441 ) ( 8,355,070 ) ( 15,867,511 ) Net income — — — — — 2,088,460 2, 088,460 Balance – December 31, 2025 450,000 $ 45 5,750,000 $ 575 $ — $ ( 6,266,610 ) $ ( 6,265,990 ) The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents SOLARIUS CAPITAL ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 2,088,460 Adjustments to reconcile net income 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 Income on cash and cash equivalents in Trust Account ( 2,623,808 ) Changes in operating assets and liabilities: Due to related party 137,395 Prepaid expenses ( 111,673 ) Accrued expenses 90,000 Accounts payable 30,224 Net cash used in operating activities ( 337,059 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 173,362,500 ) Net cash used in investing activities ( 173,362,500 ) Cash Flows from Financing Activities: Proceeds from sale of Units 172,500,000 Proceeds from Private Placement Units 4,500,000 Payment of underwriting fee, net ( 1,435,000 ) Payment of promissory note – related party ( 223,827 ) Proceeds from promissory note – related party 180,000 Payment of offering costs ( 591,658 ) Net cash provided by financing activities 174,929,515 Net change in cash and cash equivalents 1,229,956 Cash and cash equivalents – beginning of period — Cash and cash equivalents – end of period $ 1,229,956 Non-Cash Investing and Financing Activities: Deferred offering costs paid through promissory note – related party $ 16,484 Deferred underwriting commissions $ 7,350,000 The accompanying notes are an integral part of these financial statements. F- 6 Table of Contents SOLARIUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 December 31, 2025, the Company had not yet commenced operations. All activity for the period from April 1, 2025 (inception) through December 31, 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 investments 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. Subsequent to the Initial Public Offering, the underwriters reimbursed the Company $ 65,000 of underwriting discounts paid to them at closing. 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. F- 7 Table of Contents 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. F- 8 Table of Contents 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. F- 9 Table of Contents Liquidity and Capital Resources As of December 31, 2025, the Company had $ 1,229,956 of cash and cash equivalents and working capital of $ 1,044,837 . 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. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern”, 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 financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). 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 U.S. 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. F- 10 Table of Contents 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 $ 1,229,956 in cash equivalents as of December 31, 2025. Cash and Cash Equivalents held in Trust Account At December 31, 2025, substantially all of the assets in the Trust Account were held in money market funds and are treated as cash equivalents, amounting to $ 175,986,308 . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. 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. Subsequent to the Initial Public Offering, the underwriters reimbursed the Company $ 65,000 of underwriting discounts paid to them at closing. 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: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● 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 ● 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. F- 11 Table of Contents 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 December 31, 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 accounted 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 classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the Public Warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Net Income per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the 5,750,000 Public Warrants in the calculation of diluted net income per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. F- 12 Table of Contents The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Period from April 1, 2025 (inception) through December 31, 2025 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Basic net income per ordinary shares: Numerator: Allocation of net income, basic $ 1,352,603 $ 35,285 $ 700,572 Denominator: Basic weighted average ordinary shares outstanding 10,538,182 274,909 5,458,182 Basic net income per ordinary share $ 0.13 $ 0.13 $ 0.13 Diluted net income per ordinary shares: Numerator: Allocation of net income, diluted $ 1,348,985 $ 35,191 $ 704,284 Denominator: Diluted weighted average ordinary shares outstanding 10,538,182 274,909 5,501,818 Diluted net income per ordinary share $ 0.13 $ 0.13 $ 0.13 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds from Initial Public Offering $ 172,500,000 Less: Proceeds allocated to Public Warrants ( 3,092,629 ) Offering costs allocated to Class A ordinary shares subject to possible redemption ( 9,288,574 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 15,867,511 Class A ordinary shares subject to possible redemption at December 31, 2025 $ 175,986,308 F- 13 Table of Contents 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. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. 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. 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. F- 14 Table of Contents 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: December 31, 2025 Cash and cash equivalents $ 1,229,956 Cash and cash equivalents held in Trust Account $ 175,986,308 For the Period from April 1, 2025 (inception) Through December 31, 2025 Formation, general and administrative expenses $ 391,875 Administrative expense – related party $ 163,548 Income on investments in Trust Account $ 2,623,808 F- 15 Table of Contents 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 July 17, 2025, the Company had borrowed $ 223,827 under the Promissory Note. On July 17, 2025, the Company paid $ 249,981 to the Sponsor, resulting in an overpayment of $ 26,154 that was recorded as a due from related party. On December 31, 2025, the Sponsor paid the Company $ 26,154 . As a result, the related party receivable has been reduced to $ 0 . The Promissory Note was non-interest bearing and no amounts are outstanding as of December 31, 2025. Borrowings under the Promissory Note are no longer available. F- 16 Table of Contents 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. As of December 31, 2025, there was $ 137,395 due to related party pursuant to the Administrative Services and Indemnification Agreement. The Company incurred $ 163,548 for the period from April 1, 2025 (inception) through December 31, 2025. Amounts have been included in administrative expense – related party in the accompanying statement of operations. 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 December 31, 2025, the Company had no Working Capital Loans. Note 7 - Commitments and Contingencies Risks and Uncertainties Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation, changes to trade and tariffs, immigration, energy and other policies resulting from the new U.S. administration, changes in interest rate policies, economic conditions and tensions involving China, U.S. federal government shutdowns and 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. F- 17 Table of Contents 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 Over-Allotment Option, or $ 3,000,000 , paid to the underwriters upon the closing of the Initial Public Offering in the form of a cash underwriting discount. The underwriters made a payment to us at the closing of the Initial Public Offering to reimburse certain of our expenses and fees in connection with the Initial Public Offering, including certain expenses and fees incurred following the consummation of the Initial Public Offering, in an amount equal to 1.0 % of the aggregate gross proceeds of the offering, including any proceeds from the exercise of the Over-Allotment Option; provided, however that the expense reimbursement attributable to the aggregate gross proceeds from the exercise of the Over-Allotment Option was deferred and will be paid to us at the closing of an initial business combination only if the underwriters’ deferred commissions, including any underwriting fee payable pursuant to the exercise of the Over-Allotment Option, has been paid to the underwriters at the closing of such initial business combination. 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. F- 18 Table of Contents Note 8 – Shareholder’s Deficit 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 December 31, 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 December 31, 2025, 450,000 shares of Class A ordinary shares were issued and outstanding, excluding 17,250,000 shares subject to possible redemption. 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 December 31, 2025, there were 5,750,000 shares of Class B ordinary shares issued and 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. Warrants - As of December 31, 2025, there were 8,850,000 Warrants outstanding, including 8,625,000 Public Warrants and 225,000 Private Placement Warrants. 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. F- 19 Table of Contents 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 (60 th ) 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. F- 20 Table of Contents 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 9 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. F- 21 Table of Contents Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. Upon consummating the Initial Public Offering on July 17, 2025, the Public Warrants were valued using a Black-Scholes Simulation Model, resulting in a fair value of $ 3,092,629 . The Public Warrants were valued using Level 3 inputs and have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: July 17, 2025 Implied Class A Ordinary Share price $ 9.86 Exercise price $ 11.50 Simulation term (years) 6.75 Risk-free rate 4.19 % Selected volatility 2.80 % Calculated value per Warrant $ 0.36 Market adjustment 30.20 % Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. F- 22