Business Context and Reporting Period
Soulpower Acquisition Corp. (SOUL) is a Cayman Islands exempted company formed as a blank check company (SPAC) on May 14, 2024. The filing covers the quarter ended June 30, 2025. The Company consummated its Initial Public Offering (IPO) on April 3, 2025, selling 25,000,000 Units at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously, it sold 620,000 Private Placement Units for $6,200,000. As of June 30, 2025, the Company has not commenced operations and is searching for a target business combination.
Key Financial Metrics
| Metric | Value (as of June 30, 2025) |
|---|---|
| Cash (Operating) | $694,720 |
| Cash Held in Trust Account | $252,520,316 |
| Total Assets | $253,487,986 |
| Net Income (3 Months Ended June 30, 2025) | $2,137,114 |
| Net Income (6 Months Ended June 30, 2025) | $1,957,396 |
| Operating Expenses (3 Months) | $389,691 |
| Operating Expenses (6 Months) | $569,599 |
| Interest Income (Trust Account) | $2,520,316 |
| Deferred Underwriting Fees | $8,800,000 |
| Working Capital | $916,550 |
| Shareholders' Deficit | $(7,883,730) |
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO shell with minimal assets ($100,548 total assets as of Dec 31, 2024) to a post-IPO entity with $253.5 million in total assets following the April 2025 offering.
- Profitability: The Company reported a net loss of $10,000 for the period from inception (May 14, 2024) through June 30, 2024. In contrast, it reported net income of $2.14 million for the three months ended June 30, 2025, driven primarily by $2.52 million in interest income earned on the Trust Account.
- Liabilities: Deferred underwriting fees of $8.8 million were recorded as a liability upon the IPO closing, whereas no such liability existed at the end of 2024.
- Debt: A loan payable to the Sponsor HoldCo of $123,295 outstanding at December 31, 2024, was fully repaid by June 30, 2025.
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, it must redeem public shares and liquidate.
- Liquidity: Management states it has sufficient liquidity ($694,720 cash + working capital loans) to operate for the next 12 months. However, additional financing may be required to complete a business combination or cover working capital deficiencies.
- Risks: The filing highlights geopolitical risks (Russia-Ukraine, Israel-Hamas conflicts) that could disrupt capital markets. It also notes the impact of new SEC SPAC rules effective July 1, 2024, which may increase costs and time to complete a transaction.
- Subsequent Events: On July 7, 2025, the Company appointed a new President (Joshua Lafazan) and entered into a consulting agreement with the CFO (Teresa Strassner), incurring monthly fees of $7,500 and $10,000, respectively.
- Contingencies: The Sponsor has agreed to indemnify the Company for claims that reduce Trust Account funds below $10.00 per share, though the Company has not verified the Sponsor's ability to satisfy this obligation.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the $252.5 million held in the Trust Account, as this is the primary source of income.
- Deferred Fees: Confirm the $8.8 million deferred underwriting fee obligation and its impact on net proceeds available for a business combination.
- Redemption Risk: Assess the likelihood of significant shareholder redemptions, which could deplete the Trust Account and necessitate additional financing.
- Related Party Transactions: Review the $5,000 monthly administrative support fee paid to a Sponsor affiliate and the new executive consulting agreements.
- Going Concern: While management asserts sufficient liquidity, verify the availability of working capital loans from the Sponsor if operating expenses exceed current cash reserves.