Soulpower Acquisition Corporation

What they do

Soulpower Acquisition Corp. is a Cayman Islands exempted company incorporated on May 14, 2024, with no operating revenues, formed solely to effect a merger, share exchange, asset acquisition, or similar business combination. Its activities to date have been limited to organizational matters, IPO preparation, and identifying and evaluating potential targets. The company holds IPO proceeds in a trust account and expects to use cash, shares, debt, or a combination to fund its initial business combination.

Revenue drivers

• Interest income from trust account — The company earns non-operating interest income on the cash held in its trust account from IPO proceeds. For Q2 2026, this was $2.3 million, the primary source of income.
• Dividend income — Minor dividend income from trust investments, totaling $740 in Q2 2026.

Recent performance

For the three months ended June 30, 2026, the company reported net income of $1.9 million, composed of $2.3 million interest earned on trust cash and $740 in dividends, offset by $0.3 million in operational costs and $0.1 million in interest expense. For the three months ended June 30, 2025, net income was $2.1 million. As of June 30, 2026, total assets were $265.3 million and total liabilities were $15.0 million, with a shareholder equity deficit of $11.8 million. The company has generated no operating revenues to date. Annual 2025 net income was $6.0 million, while operating cash flow was negative $2.3 million.

Strategy

The company intends to effectuate its business combination using cash from the IPO and private placement units, its shares, debt, or a combination. On November 24, 2025, it entered into a business combination agreement with SWB LLC and SWB Holdings (Pubco), intending to merge with wholly owned subsidiaries of Pubco. Following the merger and regulatory approvals, the combined company will operate as an international financial institution focused on digital banking services. The company continues to incur significant costs in pursuing this plan.

Risks

• No operating history — The company is a blank check company with no revenues and a limited operational track record, making it difficult to evaluate its ability to achieve its business objective.
• Shareholder vote and redemption risk — Public shareholders may not get a vote on the proposed business combination, and even if they do, sponsor-held founder shares could allow completion despite majority public opposition, limiting exit options to redemption.
• Trust account depletion or liquidation — The company must complete a business combination within a specified completion window (24 months from IPO closing, unless extended); failure could lead to liquidation and loss of investment.
• Regulatory and business combination risks — The proposed SWB business combination requires regulatory approvals, and conditions may not be satisfied, causing the deal to fail and the company to liquidate.

Outlook

Management expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure success. The company does not expect to generate operating revenues until after the completion of its initial business combination. The immediate focus is on completing the SWB business combination and obtaining necessary regulatory approvals.