Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Soulpower Acquisition Corporation, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is April 1, 2025, with the IPO closing on April 3, 2025. The Company is an emerging growth company.
Key Financial Metrics
- Gross Proceeds: $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit (including 3,000,000 Units from the partial exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $6,200,000 from the sale of 620,000 Private Placement Units to the Sponsor and Cantor Fitzgerald & Co. at $10.00 per Unit.
- Trust Account Funding: $250,000,000 deposited into a U.S.-based trust account. This amount includes $10,600,000 in deferred underwriting commissions.
- Working Capital: $1,050,000 remaining from Private Placement proceeds allocated to the Company's working capital account for offering expenses and operations.
- Debt and Liquidity: The filing does not disclose specific debt obligations or liquidity ratios beyond the cash proceeds described above.
Material Changes
As this filing marks the Company's IPO, there are no prior comparable periods for financial performance. The primary material change is the transition from a private entity to a publicly traded company on the NYSE under the symbols SOULU (Units), SOUL (Class A Ordinary Shares), and SOULR (Rights).
Guidance, Outlook, and Risks
- Business Combination Timeline: The Company has 24 months from the closing of the IPO to consummate an initial business combination.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the 24-month period or upon certain amendments to the charter.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a liquidation, or a shareholder vote to amend the charter. Exceptions exist for taxes on interest income and up to $100,000 for winding-up expenses.
- Management Commentary: The filing confirms the execution of standard SPAC agreements, including underwriting, share rights, trust, and registration rights agreements.
Investor Verification Checklist
- Verify the final number of Units sold and the extent of the over-allotment option exercise (3,000,000 of 3,300,000 available).
- Confirm the exact amount of deferred underwriting commissions ($10,600,000) held in the trust account.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and liquidation terms.
- Examine the Private Placement Units Purchase Agreements (Exhibits 10.3 and 10.4) to understand the rights and restrictions of the Sponsor and Cantor Fitzgerald.
- Monitor the 24-month deadline for the initial business combination starting from April 3, 2025.