Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this annual report to "we," "us," "our" or the "company" refer to Soulpower Acquisition Corporation. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Soulpower Acquisition Sponsor LLC. The following discussion and analysis of the company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes thereto included in "Item 8. Financial Statements and Supplementary Data" of this annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this annual report.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on May 14, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (which we refer to as the "initial business combination"). We intend to effectuate our initial business combination using cash derived from the proceeds of the initial public offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Initial Public Offering and Private Placement

On April 3, 2025, the company consummated its initial public offering of 25,000,000 units, including the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Each unit consists of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the completion of the initial business combination.

Simultaneously with the consummation of the initial public offering, the company consummated the Private Placement of 620,000 units to the Sponsor and representative of the underwriters at a price of $10.00 per unit, generating gross proceeds of $6,200,000.

The net proceeds from the initial public offering, together with certain proceeds from the Private Placement, totaling $250,000,000 in the aggregate, were placed in the trust account with Continental Stock Transfer & Trust Company acting as trustee.

Proposed Business Combination with Soul World Bank

On November 24, 2025, we entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the "BCA"), with SWB LLC, a newly formed Cayman Islands limited liability company, and SWB Holdings ("Pubco"), a newly formed Cayman Islands exempted company, along with other parties specified in the BCA. Under the BCA, the company and SWB LLC will merge with wholly owned subsidiaries of Pubco, with the company's securityholders receiving non-voting Class A ordinary shares of Pubco and the members of SWB LLC receiving a combination of non-voting Class A and voting Class V ordinary shares. Following the consummation of the initial business combination and subject to obtaining all required regulatory approvals, the combined company intends to operate as an international financial institution focused on digital banking services.

Working Capital Loans

In order to finance transaction costs in connection with an initial business combination, Sponsor, an affiliate of Sponsor, or the company's officers and directors may, but are not obligated to, loan the company funds from time to time or at any time, as may be required ("Working Capital Loans"). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of an initial business combination, without interest or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans for each such person may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of our Sponsor. In the event that an initial business combination does not close, the company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. As of December 31, 2025, there was $988,480 outstanding under the Working Capital Loans.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our public offering, and those required to operate a publicly traded company. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest and investment income from the proceeds derived from the initial public offering held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the year ended December 31, 2025, we had net income of $5,961,658, which primarily consisted of interest earned on cash held in the trust account of $7,619,976 and dividend income of $16,007 and was partially offset by operational costs of $1,674,325.

Net cash used in operating activities was $2,285,706, primarily driven by non-cash reconciling adjustments from net income to operating cash flows for the interest earned on cash held in the trust account of $7,619,976 and was partially offset by changes in operating assets and liabilities.

For the period from May 14, 2024 (inception) to December 31, 2024, we had net loss of $90,827, which primarily consisted of general and administrative expenses of $91,388 and was partially offset by dividend income of $561. Net cash used in operating activities was $122,909, primarily driven by non-cash reconciling adjustments from net income to operating cash flows for changes in operating assets and liabilities.

Liquidity and Capital Resources

Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

As of December 31, 2025, we had cash in the trust account of $257,619,976 and we had cash held outside of the trust account available for working capital purposes of $207,108. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination, and to pay for directors and officers liability insurance premiums.

In order to support the company's working capital requirements, in addition to the Working Capital Loans, in February 2026, we entered into two unsecured promissory notes with Soulpower Management LLC (the "Lender"), the sole managing member of the Sponsor.

On February 19, 2026, we issued an unsecured promissory note in a principal amount of up to $785,000 (the "A Note"), which matures on the earlier of (i) the consummation of the initial business combination or (ii) the liquidation of the company. The A Note bears a flat-rate interest amount equal to 22% of the principal due at maturity, unless prepaid earlier, and is not convertible into any securities of the company. As of March 27, 2026, we received $745,000 in advances under the A Note with proceeds used for general working capital purposes.

On February 19, 2026, we issued an unsecured promissory note in a principal amount of up to $2,500,000 (the "B Note"). Under the terms of the B Note, the outstanding principal balance is automatically and irrevocably forgiven in full upon consummation of the initial business combination, at which time all obligations of the company under the B Note will be deemed satisfied without further action. If we do not consummate our initial Business Combination, the B Notes become due upon the earlier of (i) an event of default or (ii) the liquidation of the company. The B Note bears no interest and is not convertible into securities of the company. As of March 27, 2026, we received approximately $1,362,050 in advances under the B Note with proceeds used for general working capital purposes.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the trust account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with the company's assessment of going concern considerations in accordance with Financial Accounting Standards Board's Accounting Standards Codification "Subtopic 205-40, Presentation of Financial Statements - Going Concern", management has determined that the company does not have sufficient cash on hand to support the company's operations for a period of at least 12 months and the remaining available borrowings on the A Note and the B Note do not provide sufficient capital to meet our anticipated obligations for at least twelve months from the date of issuance of the financial statements.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $5,000 per month for office space, utilities, and secretarial and administrative support.

The underwriter was entitled to a cash underwriting discount of $4,400,000 ($0.20 per Unit offered in the initial public offering, excluding any proceeds from Units sold pursuant to the underwriter's over-allotment option), which was paid upon the closing of the initial public offering. In addition, the underwriter was entitled to a deferred fee of (i) $0.40 per Unit sold in the base offering of the initial public offering and (ii) $0.60 per Unit sold pursuant to the underwriter's over-allotment option, if any, or up to an additional $1,800,000 in the aggregate. The underwriter fee was calculated based on the base deal and the over-allotment option, totaling $10,600,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the trust account solely in the event that the company completes an initial business combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

In preparing these audited financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.

Income Taxes

The company accounts for income taxes under ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The company's management determined that the Cayman Islands is the company's major tax jurisdiction. The company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the company's tax provision was zero for the periods presented.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires disclosure of incremental tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The adoption of ASU 2023-09 has not had a material impact on the financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires the disclosure of additional segment information. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The company adopted ASU 2023-07 in its annual audited financial statements for the year ended December 31, 2025.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.