Business Context and Reporting Period
Company: Soulpower Acquisition Corporation (a Cayman Islands exempted company and shell company).
Reporting Period: Quarter ended March 31, 2025.
Business Status: The Company is a blank check company formed for the purpose of effecting a merger, share exchange, or similar business combination. As of March 31, 2025, the Company had not commenced any operations. All activity relates to formation and preparation for the Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (Q1 2025) | Value (Dec 31, 2024) |
|---|---|---|
| Revenue | $0 | $0 |
| Operating Expenses | $179,908 | N/A |
| Net Loss | $(179,718) | N/A |
| Cash and Cash Equivalents | $3,286 | $25,386 |
| Total Assets | $61,948 | $100,548 |
| Total Liabilities | $307,493 | $166,375 |
| Shareholders' Deficit | $(245,545) | $(65,827) |
| Loan Payable (Sponsor HoldCo) | $225,413 | $123,295 |
Note: The Company generated $190 in dividend income during the period. No operating revenue is expected until after a business combination.
Material Changes and Subsequent Events
- Initial Public Offering (Subsequent Event): On April 3, 2025, the Company consummated its IPO of 25,000,000 Units (including a partial over-allotment exercise) at $10.00 per Unit, generating gross proceeds of $250,000,000.
- Private Placement (Subsequent Event): Simultaneously with the IPO, the Company sold 620,000 Private Placement Units to the Sponsor and underwriters for $6,200,000.
- Trust Account: $250,000,000 from the IPO and private placement proceeds was deposited into a Trust Account on April 3, 2025. As of March 31, 2025, the Trust Account balance was $0.
- Debt Repayment (Subsequent Event): The promissory note to Sponsor HoldCo, outstanding at $225,413 as of March 31, 2025, was fully repaid on April 3, 2025, using IPO proceeds.
- Share Capitalization: The Company effected share capitalizations in March and April 2025. Following the IPO and forfeiture of 100,000 founder shares due to partial over-allotment exercise, 8,333,333 Class B ordinary shares remain outstanding.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 24 months from the closing of the IPO (April 3, 2025) to complete an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Liquidity: Prior to the IPO, liquidity was supported by a $25,000 sponsor contribution and loans from the Sponsor. Post-IPO, the Company expects to have approximately $1,323,000 held outside the Trust Account for working capital and transaction costs.
- Risks:
- Geopolitical Instability: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) and sanctions may disrupt global markets and affect the ability to find a target.
- Regulatory Changes: New SEC rules for SPACs (effective July 1, 2024) impose additional disclosure and registration requirements that may increase costs and time to complete a transaction.
- Financing Needs: The Company may need additional financing to complete a business combination, which could result in significant dilution to public shareholders.
- Management Commentary: Management concluded that disclosure controls and procedures were effective as of March 31, 2025. The Company is an "emerging growth company" and a "smaller reporting company."
Investor Verification Checklist
- Verify the final closing date and exact proceeds of the IPO consummated on April 3, 2025.
- Confirm the status of the $8,800,000 deferred underwriting fee payable upon business combination.
- Monitor the 24-month deadline for completing a business combination (approx. April 2027).
- Review the Sponsor's indemnification obligations regarding claims against the Trust Account.
- Check for any updates on the 100,000 founder shares forfeited due to the partial over-allotment exercise.