SOCA 10-K & 10-Q changes, risk factors and insider trading
Solarius Capital Acquisition Corp. (also SOCAU, SOCAW) · Nasdaq · Blank Checks · CIK 2065948 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the SEC on March 20, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Further, the Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements – Going Concern (“ASC 205-40”), management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. …”see in full comparison
“These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to …”see in full comparison
“Moreover, we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. …”see in full comparison
“We do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. …”see in full comparison
“For the six months ended June 30, 2026, we had net income of $2,751,059, which consisted of income on Money Market Funds held in the Trust Account of $3,163,991 and dividend and interest income of $20,225, offset by general and administrative expenses of $253,157 and administrative expense – related party of $180,000. For the period from April 1, 2025 (inception) through June 30, 2025, we had net loss of $77,014, which consisted of formation, general and administrative expenses.”see in full comparison
“The Company has until April 17, 2027 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.”see in full comparison
Full comparison: every changed paragraph (17)
This
Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act that are not historical facts, and involve risks and uncertainties
that could cause actual results to differ
materially from those expected and projected. All statements, other than statements of historical
fact included in this Quarterly Report
including, without limitation, statements in this “Management’s Discussion and Analysis
of Financial Condition and Results
of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for
future operations, are forward-looking statements. Words such as “expect,” “believe,”
“anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions
are intended to identify
such forward- looking statements. Such forward-looking statements relate to future events or future performance,
but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ
materially from the events, performance and results discussed in the forward- looking statements. For
information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking
statements, please refer to
the Risk Factors section of the Company’s finalAnnual prospectusReport on Form 10-K for the Initialfiscal Publicyear Offeringending December
31, 2025 filed with the SEC.SEC on March 20, 2026. The Company’s
securities filings can be accessed on the EDGAR section of the SEC’s
website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
As
of MarchJune 31,30, 2026, we had not commenced any operations. All activity from inception through MarchJune 31,30, 2026 relates to our formation and
our Initial Public Offering, and, since the completion of the Initial Public Offering, our search for a target to consummate an initial
business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the
earliest. We will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial
Public Offering and placed in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For
the three months ended MarchJune 31,30, 2026, we had net
income of $1,386,466,$1,364,593, which consisted of income on Money Market Funds held in the Trust
Account of $1,573,586$1,590,405 and dividend and interest
income of $10,565, and$9,660, offset by general and administrative expenses of $107,685$145,472 and
administrative expense – related party of $90,000.
For the six months ended June 30, 2026, we had net income of $2,751,059, which consisted of income on Money Market Funds held in the Trust Account of $3,163,991 and dividend and interest income of $20,225, offset by general and administrative expenses of $253,157 and administrative expense – related party of $180,000. For the period from April 1, 2025 (inception) through June 30, 2025, we had net loss of $77,014, which consisted of formation, general and administrative expenses.
LiquidityLiquidity,
and Capital Resources and Going Concern
As
of MarchJune 31,30, 2026, we had $1,097,917$1,019,450 in cash and cash equivalents held outside of the Trust Account and working capital of $875,842.$668,155.
For
the threesix months ended MarchJune 3130, 2026, net cash used in operating activities was $132,039.$210,506. Net income of $1,386,466,$2,751,059, was adjusted by income
on investments in Trust Account of $1,573,586,$3,163,991, and $55,081$202,426 changes in operating assets and liabilities.
As
of MarchJune 31,30, 2026, we had marketablecash securitiesand cash equivalents held in the Trust Account of $177,559,894$179,150,299 consisting of securities held in a money
market market
fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds
held held
in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and
income income
taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or
in part,
as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used
as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As
of MarchJune 31,30, 2026, we had cash and cash equivalents of $1,097,917$1,019,450 held outside the Trust Account. We intend to use the funds held outside
the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business
combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our Sponsor
or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to
us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such
loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender.
As of MarchJune 31,30, 2026, we did not have any outstanding working capital loans.
The Company has until April 17, 2027 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.
Further, the Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements – Going Concern (“ASC 205-40”), management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period (by April 17, 2027), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We
do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required
for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund
working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or
an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds
from our Trust Account would be used for such repayment. Such loans may be convertible into private placement units of the post Business
Combination entity at a price of $10.00 per unit at the option of the lender. The terms of such loans, if any, have not been determined
and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect
to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid
for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”
provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover,
we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more
cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of Public
Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with
such Business Combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase
price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we
may be required to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior
to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search
for and completion of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of
equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public
Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion
of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient
funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial Business Combination, if
cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed
any debt or commitments of other entities, or purchased any non-financial assets.
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of MarchJune 31,30, 2026.
SOCA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding SOCA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 853,875 | $8.8M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 500,000 | $5.1M | 0.0% | No change |
| Two Sigma Investments | 2026-06-30 | 497,161 | $5.1M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 150,000 | $43.5K | 0.0% | No change |