0001493152-26-013246
SEC filingSoulpower Acquisition Corp. (SOUL) is a blank check company that reported its financial results for the fiscal year ended December 31, 2025. The company generated a net income of $6.0 million, a significant improvement from a net loss of approximately $91,000 in the prior period (May 14, 2024 inception to December 31, 2024). This profitability was driven entirely by non-operating income, specifically $7.6 million in interest earned on cash held in the Trust Account and $16,000 in dividend income, which offset $1.7 million in general and administrative costs. The company completed its Initial Public Offering (IPO) in April 2025, raising $250 million in gross proceeds. As of December 31, 2025, the company held $257.6 million in the Trust Account and $207,000 in cash outside the trust for working capital. The company has entered into a definitive business combination agreement with SWB LLC, targeting an enterprise with an estimated net asset value of $6.75 billion.
Soulpower Acquisition Corp. reported a net income of $6.0 million for the fiscal year ended December 31, 2025, compared to a net loss of approximately $91,000 for the period from inception (May 14, 2024) to December 31, 2024. The company has not generated any operating revenues, consistent with its status as a blank check company. The positive net income was entirely attributable to non-operating activities, specifically $7.6 million in interest earned on the funds held in the Trust Account and $16,000 in dividend income. These gains were partially offset by $1.7 million in general and administrative costs. The company successfully completed its IPO in April 2025, raising $250 million in gross proceeds.
The company has not generated any operating revenues to date. As a Special Purpose Acquisition Company (SPAC), its primary activity involves searching for a target business to acquire or merge with. The only income generated during the reporting period was non-operating investment income derived from the proceeds held in the Trust Account. The company explicitly states it does not expect to generate operating revenues until after the completion of an initial business combination.
As a pre-operational SPAC, traditional margin analysis is not applicable. The company incurred $1.7 million in general and administrative expenses, which were fully covered by the $7.6 million in interest income. Consequently, the company reported a net profit margin relative to its non-operating income. The primary cost drivers were legal, financial reporting, accounting, and auditing compliance costs associated with being a public company, as well as expenses related to the search for acquisition targets.
Cash flow from operating activities was negative $2.3 million, reflecting the cash consumed by operations before accounting for the non-cash interest income added back. Financing activities provided $252.5 million in cash, primarily from the IPO proceeds ($245.6 million) and private placement sales ($6.2 million). Investing activities used $250.0 million, representing the cash deposited into the Trust Account. The balance sheet shows total assets of $259.1 million, consisting largely of $257.6 million in the Trust Account. Total liabilities were $12.3 million, including $10.6 million in deferred underwriting fees. The company held $207,000 in cash outside the trust for working capital.
The company has entered into a definitive Business Combination Agreement with SWB LLC, signed on November 24, 2025. The transaction targets a business with an estimated net asset value of $6.75 billion, with a proposed merger consideration of approximately $8.1 billion. The company faces a going concern risk, noting that current cash and available borrowings may not be sufficient to meet obligations for at least twelve months from the financial statement issuance date if the business combination is not consummated. Management is actively seeking financing and regulatory approvals to close the transaction.