Business Context and Reporting Period
Soulpower Acquisition Corp. (Soulpower) is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) on May 14, 2024. The company is in the pre-business combination phase, with no operating revenues. Its sole purpose is to effect a merger or business combination with one or more target businesses. The reporting period covers the quarter and nine months ended September 30, 2025.
On April 3, 2025, Soulpower consummated its Initial Public Offering (IPO) of 25,000,000 units at $10.00 per unit, including a partial exercise of the underwriters' over-allotment option. Simultaneously, the company sold 620,000 Private Placement Units to the Sponsor and underwriters.
Key Financial Metrics
| Metric | As of/For Period Ended Sept 30, 2025 | As of/For Period Ended Dec 31, 2024 |
|---|---|---|
| Cash (Operating) | $384,848 | $25,386 |
| Cash Held in Trust Account | $255,158,518 | $0 |
| Total Assets | $255,731,301 | $100,548 |
| Total Liabilities | $8,851,852 | $166,375 |
| Class A Shares Subject to Redemption | $255,158,518 (25,000,000 shares) | $0 |
| Shareholders' Deficit | $(8,279,069) | $(65,827) |
| Net Income (9 Months) | $4,200,259 | $(86,077) (Inception to Sept 30, 2024) |
| Net Income (3 Months) | $2,242,863 | $(76,077) (3 Months Ended Sept 30, 2024) |
| Operating Expenses (9 Months) | $971,539 | $86,355 |
| Interest Income (Trust Account) | $5,158,518 (9 Months) | $0 |
Material Changes vs. Prior Period
- Capitalization: The most significant change is the consummation of the IPO in April 2025. Total assets increased from $100,548 to over $255 million, driven by the deposit of $250 million into the Trust Account.
- Profitability: The company transitioned from a net loss position to net income. For the nine months ended September 30, 2025, the company reported a net income of $4.2 million, primarily due to $5.16 million in interest earned on the Trust Account, offset by $971,539 in operating expenses. In the comparable prior period (inception through Sept 30, 2024), the company reported a net loss of $86,077.
- Liabilities: Total liabilities increased to $8.85 million, primarily due to the recognition of $8.8 million in deferred underwriting fees payable upon the completion of a business combination. The loan payable to the Sponsor was fully repaid.
- Equity Structure: Class A ordinary shares subject to possible redemption were established at $255.16 million. Class B ordinary shares (Founder Shares) outstanding increased to 8,333,333 following share capitalizations and the forfeiture of 100,000 shares due to the partial exercise of the over-allotment option.
Outlook, Risks, and Management Commentary
- Liquidity: As of September 30, 2025, the company has $384,848 in operating cash and working capital of $520,931. Management believes this is sufficient to operate for the next 12 months, though they may seek additional funding from the Sponsor or affiliates if costs exceed estimates.
- 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.
- Deferred Fees: A deferred underwriting fee of $8.8 million is payable only upon the successful completion of a business combination.
- Risks:
- Geopolitical Instability: The filing highlights risks associated with the Russia-Ukraine and Israel-Hamas conflicts, which could disrupt capital markets and affect the ability to find a target.
- Regulatory Changes: New SEC rules for SPACs adopted in 2024 may increase costs and time required to complete a transaction.
- Going Concern: While liquidity is currently sufficient, there is no assurance a business combination will be completed.
- Management Commentary: Management states that the company has not commenced operations and will not generate operating revenue until after a business combination. The primary activity is identifying and evaluating potential targets.
Key Facts for Investor Verification
- Trust Account Balance: Verify the current balance of $255,158,518 in the Trust Account, which represents the redemption value for public shareholders.
- Deferred Underwriting Fee: Confirm the $8.8 million liability is contingent solely on the completion of a business combination.
- Share Count: Verify the outstanding share count: 25,000,000 Class A public shares and 8,333,333 Class B founder shares.
- Expiration Date: Note the deadline to complete a business combination is approximately April 3, 2027 (24 months from IPO).
- Related Party Transactions: Review the administrative support agreement ($5,000/month) and the potential for working capital loans from the Sponsor.