Soulpower Acquisition Corp. Annual Report: A Simple Breakdown

I’m breaking down Soulpower Acquisition Corp.’s performance over the past year. This guide skips the Wall Street jargon so you can decide if this company belongs in your portfolio.

1. What does this company do?

Soulpower is a "blank check" company, or a Special Purpose Acquisition Company (SPAC). It has no products, customers, or business operations. It raised $250 million by selling 25 million shares at $10.00 each. Its goal is to find and merge with a private tech or software company—specifically one in finance, real estate, or asset management—to take that business public.

2. Financial performance

Because the company doesn't sell products, it earns no profit. Its only financial activity involves interest earned on its trust account and basic administrative costs. As of December 31, 2025, the trust held $257.6 million. This includes the original $250 million plus interest. This money is held in U.S. Treasury securities and is reserved strictly for buying a company or returning cash to shareholders if the company shuts down.

3. Major wins and challenges

The company is currently searching for a business to buy. It remains listed on the Nasdaq and spent $207,000 on legal, accounting, and travel costs to vet potential targets. The main challenge is the "termination clock." The company must finish a merger within 18 to 24 months of its IPO. If it fails, it must stop operations, return the cash in the trust to shareholders, and close down.

4. Financial health and "The Notes"

To cover costs, the company’s management team provided two loans:

• The "A Note": A loan of up to $785,000. It carries a 22% interest rate, reflecting the high risk of the venture.
• The "B Note": A loan of up to $2.5 million. It charges no interest and is forgiven if the company completes a merger. This encourages management to close a deal, as they would otherwise have to repay this debt if the company liquidates.

5. Key risks for your wallet

• Dilution: The company may issue more shares to fund the merger. This reduces your percentage of ownership in the company.
• The "No-Deal" Scenario: If the company finds no target or shareholders reject a deal, the stock price will likely trade near the trust value of $10.30. This limits your potential profit if you bought shares at a higher price.
• Conflict of Interest: Management works for other companies, too. Their other duties might distract them, potentially delaying the search for a target.
• Uncertainty: The company’s future plans are speculative. There is no guarantee they will find a target, negotiate a good deal, or that the market will like the company they eventually choose.

6. Future outlook

The goal is to sign a deal to buy a company. Once that happens, Soulpower will stop being a "shell" and take on the business model of the company it bought. If no deal happens, the company will return the trust funds to shareholders, minus taxes and closing costs.

Investor Tip: Before investing in a SPAC, check the current market price against the trust value mentioned in section 2. If the stock is trading significantly higher than the cash held in the trust, you are paying a premium for the management team's ability to find a successful deal.