SecProbe.io

CORRESP
 1
 filename1.htm

 July
 14, 2025

 VIA
 EDGAR

 United
 States Securities and Exchange Commission

 Division
 of Corporation Finance

 Office
 of Life Sciences

 100
 F Street NE

 Washington,
 D.C. 20549

 Attn:
 Christine
 Torney

 Angela
 Connell

 Daniel
 Crawford

 Tim
 Buchmiller

 RE:
 Solarius
 Capital Acquisition Corp.

 Amendment
 No. 1 to Registration Statement on Form S-1

 Filed
 July 10, 2025

 File
 No. 333-288078

 On
behalf of our client, Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are
writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 1 to the Registration
Statement on Form S-1 filed on July 10, 2025 (the " Registration Statement "), contained in the Staff's letter
dated July 14, 2025 (the " Comment Letter ").

 The
Company has filed via EDGAR its Amendment No. 2 to the Registration Statement on Form S-1 (" Registration Statement "),
which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference,
each comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references
in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have
the meanings set forth in the Registration Statement.

 Amendment
No. 1 to Registration Statement on Form S-1

 Notes
to Financial Statements

 Note
9 – Subsequent Events, page F-16

 1.
 Please
 revise to update your evaluation of subsequent events through the date of your filing.

 Response : The Company acknowledges
the comment of the Staff and respectfully advises the Staff that there have been no subsequent events since May 8, 2025. Therefore,
we believe no update or additional disclosure is required by FASB ASC 855-10-50. The Company further respectfully advises the Staff that
it has filed a new consent of its independent registered public accounting firm as exhibit 23.1 to Amendment No. 2 dated the date of filing.

 Please
do not hesitate to contact Joel Rubinstein at (212) 819-7642 or Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions
or comments regarding this letter.

 Best
regards,

 /s/
White & Case LLP

 cc:
Richard H. Haywood, Jr., Solarius Capital Acquisition Corp.

CORRESP
 1
 filename1.htm

 Solarius Capital Acquisition Corp.

 PO Box 2248

 Darien, CT 06820

 July 15, 2025

 VIA EDGAR

 Daniel Crawford

 Division of Corporation Finance

 Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Solarius Capital Acquisition Corp.

 Registration Statement on Form S-1

 Filed June 16, 2025, as amended

 File No. 333-288078

 Dear Mr. Crawford:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Solarius Capital Acquisition Corp. respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m.
Eastern Time on July 15, 2025, or as soon thereafter as practicable.

 Please call Daniel Nussen
of White & Case LLP at (213) 620-7796 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Richard H. Haywood, Jr.

 Name:
 Richard H. Haywood, Jr.

 Title:
 Chief Executive Officer

 cc: Daniel Nussen, White & Case LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Solarius Capital Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-288078

 Ladies and Gentlemen:

 In accordance with Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the underwriters for
the proposed public offering of units of Solarius Capital Acquisition Corp. (the “Company”) pursuant to the above-referenced
Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration
Statement so that it becomes effective at 4:30 p.m., Eastern time, on Tuesday, July 15, 2025, or as soon as possible thereafter.

 Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act, the undersigned advises you that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced proposed offering.

 [ Signature Page Follows ]

 Very truly yours,

 STIFEL, NICOLAUS & COMPANY, INCORPORATED

 By:
 /s/ Alysa Craig

 Name:
 Alysa Craig

 Title:
 Managing Director

 [ Signature Page to SEC Letter from Underwriters
Requesting Acceleration of Effectiveness ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Richard H. Haywood, Jr.
Chief Executive Officer
Solarius Capital Acquisition Corp.
PO Box 2248
Darien, CT 06820

 Re: Solarius Capital Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 10, 2025
 File No. 333-288078
Dear Richard H. Haywood Jr.:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 5, 2025
letter.

Amendment No. 1 to Registration Statement on Form S-1
Notes to Financial Statements
Note 9 - Subsequent Events, page F-16

1. Please revise to update your evaluation of subsequent events through the
date of your
 filing.
 July 14, 2025
Page 2

 Please contact Christine Torney at 202-551-3652 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-
3635 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Daniel Nussen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549

 Attn:
 Christine Torney

 Angela Connell

 Daniel Crawford

 Tim Buchmiller

 RE:
 Solarius Capital Acquisition Corp.

 Draft Registration Statement on Form S-1

 Submitted May 9, 2025

 CIK No. 0002065948

 On behalf of our client, Solarius Capital Acquisition
Corp., a Cayman Islands exempted company (the “ Company ”), we are writing to submit the Company’s responses to
the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “ Staff ”)
with respect to the above-referenced Draft Registration Statement on Form S-1 submitted on May 9, 2025 (the “Draft Registration
Statement”), contained in the Staff’s letter dated June 5, 2025 (the “ Comment Letter ”).

 The Company has filed via EDGAR its Registration Statement
on Form S-1 (“ Registration Statement ”), which reflects the Company’s responses to the comments received by the
Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and
is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

 Draft Registration Statement on Form S-1
Cover Page

 1. Where you state on your cover page that “[y]our initial
shareholders, which include [y]our sponsor, currently own an aggregate of 5,750,000 Class B ordinary shares,” please revise to disclose
the total aggregate amount and per-share amount the sponsor paid for these shares and to disclose more clearly, if true, that these are
the founder shares.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure in the sixth paragraph of the cover page accordingly.

 2. We note your cover page disclosure stating the “completion window” is 21 months from the
closing of the offering appears to conflict with your disclosure on page 1 that states the “completion window” may also be “such
other time period in which [you] must complete an initial business combination pursuant to an amendment to [y]our amended and restated
memorandum and articles of association.” Please revise to reconcile your disclosure or otherwise revise.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure in the fourth paragraph of the cover page and on pages 23 and F-7 accordingly.

 June 16, 2025

 3. We note that you intend to apply to have your units listed on Nasdaq and that you cannot guarantee
that your securities will be approved for listing on Nasdaq. Please also state whether this offering is conditioned on Nasdaq approval.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure in the seventh paragraph of the cover page and pages 63 and 147 accordingly.

 Summary
The Offering
Ability to extend time to complete business combination, page 23

 4. Please revise to disclose the maximum amount of time you
have to complete an initial business combination under the Nasdaq rules you reference in this section.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosures on page 23 accordingly.

 Manner of conducting redemptions, page 26

 5. Please revise under this heading and where else you discuss redemption rights for public shareholders
in connection with a charter amendment to change or extend the deadline to complete your initial business combination to disclose whether
shareholders can redeem their shares regardless of whether they abstain, vote for, or vote against the extension.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure in the fourth paragraph of the cover page and on pages 23, 27, 105, 111 and 133
accordingly.

 Conflicts of Interest, page 31

 6. We note your disclosure on page 18 and elsewhere that “[n]one of the private placement warrants
will be redeemable by [you]” whereas the public warrants may be called for redemption. Please revise under this heading and your
Conflicts of Interest section starting on page 122 in your Prospectus to provide disclosure regarding this conflict of interest as it
appears that the warrants held by the sponsor may enable it to profit at times when an unaffiliated security holder may not be able to
profit.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on pages 18, 22, 32, 67 and 124 accordingly.

 Additional Financings, page 33

 7. Please revise under this heading and where else you discuss possible PIPE financings to disclose any
circumstances or arrangements in connection with such possible PIPE financings under which the sponsor could transfer ownership of securities
of the SPAC or that could result in the surrender or the cancellation of such securities or otherwise advise. Refer to Item 1603(a)(6)
of Regulation S-K.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on pages 33 and 49 accordingly.

 Risks, page 34

 2

 June 16, 2025

 8. We note your disclosure in the third bullet point on page 35 that because of the significant competition
for business combination opportunities, it may be more difficult for you to complete an initial business combination. Please also disclose
here, and in the related full risk factor, that significant competition may also impact the attractiveness of the acquisition terms that
you may be able to negotiate.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on pages 35 and 41 accordingly.

 We may not be able to complete an initial business
combination…, page 54

 9. Please expand the last paragraph of this risk factor to also address the risk that the public warrants
would expire worthless if you were not able to complete an initial business combination as a result of CFIUS review.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 55 accordingly.

 Our warrant agreement will designate the courts
of the State of New York…, page 67

 10. We note the exclusive forum provision in your warrant agreement is intended to apply to actions arising
under the Securities Act. Please state that there is uncertainty as to whether a court would enforce such provision. Please also state
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 67 accordingly.

 Dilution, page 77

 11. Footnote (1) to your tabular dilution disclosure on page 78 indicates that the net proceeds from this
offering and the sale of private units represents your gross proceeds less $750,000 in offering expenses and underwriting commissions
of $3,000,000. Please revise to clarify that net proceeds also assume reimbursement by your underwriters of $1,500,000 in expenses as
disclosed on page 75.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 78 accordingly.

 Capitalization, page 80

 12. As it relates to the as adjusted carrying amount of your Class A ordinary shares subject to redemption,
please revise to clarify the basis on which the carrying value of such shares are measured. Refer to ASC 480-10-S99-3A.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 80 accordingly.

 3

 June 16, 2025

 Please do not hesitate to contact
Joel Rubinstein at (212) 819-7642 or Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding
this letter.

 Best regards,

 /s/ White & Case LLP

 cc: Richard H. Haywood, Jr., Solarius Capital Acquisition Corp.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Richard H. Haywood, Jr.
Chief Executive Officer
Solarius Capital Acquisition Corp.
PO Box 2248
Darien, CT 06820

 Re: Solarius Capital Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted May 9, 2025
 CIK No. 0002065948
Dear Richard H. Haywood Jr.:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. Where you state on your cover page that "[y]our initial shareholders,
which include
 [y]our sponsor, currently own an aggregate of 5,750,000 Class B ordinary
shares,"
 please revise to disclose the total aggregate amount and per-share
amount the sponsor
 paid for these shares and to disclose more clearly, if true, that these
are the founder
 shares.
2. We note your cover page disclosure stating the "completion window" is 21
months
 from the closing of the offering appears to conflict with your
disclosure on page 1
 that states the "completion window" may also be "such other time period
in which
 [you] must complete an initial business combination pursuant to an
amendment to
 June 5, 2025
Page 2

 [y]our amended and restated memorandum and articles of association."
Please revise
 to reconcile your disclosure or otherwise revise.
3. We note that you intend to apply to have your units listed on Nasdaq and
that you
 cannot guarantee that your securities will be approved for listing on
Nasdaq. Please
 also state whether this offering is conditioned on Nasdaq approval.
Summary
The Offering
Ability to extend time to complete business combination, page 23

4. Please revise to disclose the maximum amount of time you have to
complete an initial
 business combination under the Nasdaq rules you reference in this
section.
Manner of conducting redemptions, page 26

5. Please revise under this heading and where else you discuss redemption
rights for
 public shareholders in connection with a charter amendment to change or
extend the
 deadline to complete your initial business combination to disclose
whether
 shareholders can redeem their shares regardless of whether they abstain,
vote for, or
 vote against the extension.
Conflicts of Interest, page 31

6. We note your disclosure on page 18 and elsewhere that "[n]one of the
private
 placement warrants will be redeemable by [you]" whereas the public
warrants may be
 called for redemption. Please revise under this heading and your
Conflicts of Interest
 section starting on page 122 in your Prospectus to provide disclosure
regarding this
 conflict of interest as it appears that the warrants held by the sponsor
may enable it to
 profit at times when an unaffiliated security holder may not be able to
profit.
Additional Financings, page 33

7. Please revise under this heading and where else you discuss possible
PIPE financings
 to disclose any circumstances or arrangements in connection with such
possible PIPE
 financings under which the sponsor could transfer ownership of
securities of the
 SPAC or that could result in the surrender or the cancellation of such
securities or
 otherwise advise. Refer to Item 1603(a)(6) of Regulation S-K.
Risks, page 34

8. We note your disclosure in the third bullet point on page 35 that
because of the
 significant competition for business combination opportunities, it may
be more
 difficult for you to complete an initial business combination. Please
also disclose here,
 and in the related full risk factor, that significant competition may
also impact the
 attractiveness of the acquisition terms that you may be able to
negotiate.
 June 5, 2025
Page 3
Risk Factors
We may not be able to complete an initial business combination..., page 54

9. Please expand the last paragraph of this risk factor to also address the
risk that the
 public warrants would expire worthless if you were not able to complete
an initial
 business combination as a result of CFIUS review.
Our warrant agreement will designate the courts of the State of New York...,
page 67

10. We note the exclusive forum provision in your warrant agreement is
intended to apply
 to actions arising under the Securities Act. Please state that there is
uncertainty as to
 whether a court would enforce such provision. Please also state that
investors cannot
 waive compliance with the federal securities laws and the rules and
regulations
 thereunder. In that regard, we note that Section 22 of the Securities
Act creates
 concurrent jurisdiction for federal and state courts over all suits
brought to enforce
 any duty or liability created by the Securities Act or the rules and
regulations
 thereunder.
Dilution, page 77

11. Footnote (1) to your tabular dilution disclosure on page 78 indicates
that the net
 proceeds from this offering and the sale of private units represents
your gross
 proceeds less $750,000 in offering expenses and underwriting commissions
of
 $3,000,000. Please revise to clarify that net proceeds also assume
reimbursement by
 your underwriters of $1,500,000 in expenses as disclosed on page 75.
Capitalization, page 80

12. As it relates to the as adjusted carrying amount of your Class A
ordinary shares
 subject to redemption, please revise to clarify the basis on which the
carrying value of
 such shares are measured. Refer to ASC 480-10-S99-3A.

 Please contact Christine Torney at 202-551-3652 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-
3635 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Daniel Nussen, Esq.
</TEXT>
</DOCUMENT>