Business Context and Reporting Period
Company: Soulpower Acquisition Corp. (SOUL)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Soulpower is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination with one or more target businesses. The company focuses on technology and software infrastructure companies targeting financial services, real estate, and asset management sectors. As of the filing date, the company has no operating revenues and is in the pre-business combination phase.
Key Event: On November 24, 2025, the company entered into a Business Combination Agreement (BCA) with SWB LLC and SWB Holdings ("Pubco"). Upon consummation, the combined entity intends to operate as an international financial institution focused on digital banking services (SOUL WORLD BANK).
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Cash in Trust Account | $257,619,976 |
| Cash Outside Trust (Working Capital) | $207,108 |
| Total Assets | $259,125,506 |
| Net Income | $5,961,658 |
| Operating Expenses | $1,674,325 |
| Deferred Underwriting Fees | $10,600,000 |
| Loans Payable (Sponsor) | $988,480 |
| Shareholders' Deficit | $(10,778,897) |
Note: Net income is primarily driven by $7,619,976 in interest earned on the Trust Account.
Material Changes and Recent Developments
- Initial Public Offering (IPO): Consummated on April 3, 2025, selling 25,000,000 Units at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously, 620,000 Private Placement Units were sold for $6,200,000.
- Proposed Business Combination: The company signed a BCA with SWB LLC. The transaction values the target's net assets at approximately $6.75 billion, resulting in a merger consideration of approximately $8.1 billion. The deal is subject to shareholder and regulatory approvals.
- Subsequent Debt Financing: On February 19, 2026 (post-period), the company issued two unsecured promissory notes to Soulpower Management LLC:
- A Note: Up to $785,000 with a 22% flat-rate interest due at maturity.
- B Note: Up to $2,500,000, interest-free, and automatically forgiven upon consummation of the business combination.
- Going Concern Warning: The independent auditor has expressed substantial doubt about the company's ability to continue as a going concern due to insufficient cash on hand to support operations for the next 12 months without additional financing or the completion of the business combination.
Guidance, Outlook, and Risks
Outlook: Management anticipates consummating the SWB Business Combination. If successful, the company will transform into a publicly traded international financial institution. If the combination fails, the company must liquidate and redeem public shares within 24 months of the IPO (April 2027) or an approved extension.
Management Commentary: The company relies on interest income from the Trust Account to offset operating costs. Management has secured additional working capital facilities (A Note and B Note) to fund transaction costs and operations pending the closing of the SWB deal.
Key Risks and Contingencies:
- Transaction Failure: The SWB Business Combination is subject to numerous conditions, including shareholder approval, regulatory clearance, and the delivery of audited financial statements by the target. Failure to close could force liquidation.
- Liquidity Risk: The company has negative working capital and relies on the Trust Account (which is restricted) and related-party loans for operations. There is no assurance that additional financing will be available if needed.
- Geopolitical Risks: The filing highlights risks related to global conflicts (Russia-Ukraine, Middle East/Iran) which could impact market volatility and the ability to consummate the transaction.
- Investment Company Act: The company must manage its Trust Account investments carefully to avoid being classified as an unregistered investment company.
Investor Verification Checklist
- SWB Deal Status: Verify the current status of the SWB Business Combination Agreement, specifically whether the required audited financial statements for SWB (due March 31, 2026) have been delivered and if regulatory approvals are progressing.
- Going Concern Mitigation: Confirm whether the company has secured sufficient funding beyond the A Note and B Note to cover operating expenses until the deal closes or liquidation occurs.
- Redemption Rights: Review the specific terms regarding shareholder redemption rights in the event of the SWB combination versus liquidation, noting the potential for significant dilution if redemptions are high.
- Related Party Transactions: Scrutinize the terms of the A Note (22% interest) and B Note (forgiveness upon closing) to understand the financial obligations to the Sponsor's affiliate.
- Trust Account Balance: Monitor the Trust Account balance to ensure it remains sufficient to cover the $10.00 per share redemption value plus accrued interest, less taxes.