Business Context and Reporting Period
Soulpower Acquisition Corp. (SOUL) is a Cayman Islands exempted company formed as a blank check entity to effect a business combination. This Form 10-Q covers the quarter and six months ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on April 3, 2025, raising $250 million. As of the reporting date, the Company has not commenced operations and is actively pursuing a proposed business combination with SWB LLC (to be known as Soul World Bank), an international digital banking entity.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 |
|---|---|---|
| Net Income | $3,504,079 | $1,923,746 |
| Operating Expenses | $1,004,083 | $318,525 |
| Interest Income (Trust Account) | $4,565,591 | $2,300,355 |
| Cash (Outside Trust) | $120,744 | $120,744 |
| Cash Held in Trust Account | $262,185,566 | $262,185,566 |
| Working Capital | $(1,240,409) | $(1,240,409) |
| Total Liabilities | $14,970,473 | $14,970,473 |
| Loans Payable - Sponsor | $3,657,906 | $3,657,906 |
| Deferred Underwriting Fees | $10,600,000 | $10,600,000 |
Material Changes vs. Prior Period
- Net Income Increase: Net income for the six months ended June 30, 2026 ($3.5M) increased compared to the same period in 2025 ($2.0M), primarily driven by higher interest earned on the Trust Account ($4.6M vs. $2.5M).
- Operating Expenses: Operating expenses for the six months ended June 30, 2026 ($1.0M) were higher than the prior year period ($570K), reflecting ongoing costs associated with the proposed business combination and public company compliance.
- Debt Position: Loans payable to the Sponsor increased significantly from $988,480 at December 31, 2025, to $3,657,906 at June 30, 2026. This increase is due to the issuance of new promissory notes (A Note, B Note, and B2 Note) to fund working capital.
- Trust Account Growth: The Trust Account balance grew from $257.6M to $262.2M due to accrued interest income.
Outlook, Risks, and Management Commentary
- Proposed Business Combination: The Company entered into a Business Combination Agreement (BCA) on November 24, 2025, with SWB LLC. The transaction is subject to shareholder and regulatory approvals. Upon closing, the combined entity will operate as an international financial institution focused on digital banking.
- Going Concern Warning: Management has determined that substantial doubt exists regarding the Company's ability to continue as a going concern for at least one year from the filing date. This is due to the deadline to complete a business combination (currently April 3, 2027, subject to extensions) and the uncertainty of securing additional financing if the current transaction fails.
- Liquidity: The Company has negative working capital of $1.24M. Funds in the Trust Account are unavailable for operations. The Company relies on working capital loans from the Sponsor and related parties to meet obligations.
- Risks: Risks include the failure to consummate the business combination, inability to secure additional financing, and geopolitical or economic uncertainties affecting the target business or the Company's ability to raise capital.
Investor Verification Checklist
- Transaction Status: Verify the current status of the proposed merger with SWB LLC and any updates on regulatory or shareholder approval conditions.
- Debt Forgiveness Terms: Review the terms of the "B Note" and "B2 Note" ($2.9M outstanding), which are forgiven upon a successful business combination but become due immediately upon liquidation or default.
- Extension Deadlines: Confirm the exact deadline for completing the business combination and the terms for any potential extensions, as the current deadline is April 3, 2027.
- Redemption Value: Note that Class A shares subject to redemption are valued at $10.49 per share as of June 30, 2026, reflecting interest accretion.
- Going Concern: Assess the Company's plan to secure additional funding if the proposed transaction does not close, given the explicit "substantial doubt" disclosure.