10-Q: Soulpower Acquisition Corp Q2 2026 Update: Business Combination Progress and Financials

Soulpower Acquisition Corporation files its Q2 2026 10-Q, detailing progress on its business combination with SWB LLC and providing an update on its financial condition, including significant trust account balances and ongoing operational expenses.

Summary

• Soulpower Acquisition Corporation (SOUL) filed its Form 10-Q for the quarter ended June 30, 2026.
• The company is a blank check company focused on a business combination with SWB LLC, aiming to operate as an international financial institution focused on digital banking services.
• As of June 30, 2026, the company had $120,744 in cash and $262,185,566 held in its Trust Account.
• Net income for the three months ended June 30, 2026, was $1,923,746, primarily from interest earned on the Trust Account.
• The company has incurred operating expenses and interest expenses, with net cash used in operating activities for the six months ended June 30, 2026, totaling $2,755,790.
• A significant going concern warning is noted due to the uncertainty of completing the business combination by the deadline and the potential need for additional financing.
• The business combination with SWB LLC is subject to shareholder and regulatory approvals and has not yet closed.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative sentiment due to the ongoing uncertainty of the business combination and the going concern warning, despite positive interest income.

Positives

• Interest earned on the Trust Account provided a net income of $2,300,355 for the three months and $4,565,591 for the six months ended June 30, 2026.
• The Trust Account holds a substantial balance of $262,185,566 as of June 30, 2026, providing a significant capital base for the potential business combination.
• The company has secured working capital loans and promissory notes from its Sponsor and related parties to support operations.
• Disclosure controls and procedures were deemed effective as of June 30, 2026.

Negatives

• The company has not generated any operating revenues and does not expect to until after the completion of its business combination.
• Net cash used in operating activities for the six months ended June 30, 2026, was $2,755,790.
• The company has a negative working capital of $1,240,409 as of June 30, 2026.
• There is substantial doubt about the company's ability to continue as a going concern due to the uncertainty of completing the business combination within the required timeframe (April 3, 2027) and the potential need for additional financing.
• The business combination with SWB LLC is subject to customary closing conditions, including shareholder and regulatory approvals, and is not guaranteed.

Risks

• The company's ability to consummate a Business Combination may be materially and adversely affected by various social and political circumstances, trade tensions, and geopolitical instability.
• The company may have insufficient funds to operate its business prior to its initial Business Combination if estimated costs are higher than anticipated or if interest earned on the Trust Account is lower than expected.
• If a Business Combination is not consummated by the end of the Combination Period (April 3, 2027), there will be a mandatory liquidation and subsequent dissolution of the Company.
• The proceeds in the Trust Account could be subject to the claims of the Company's creditors, which could have priority over the claims of the Company's public shareholders.
• The company's ability to secure additional financing may be impacted by market volatility and global events.
• The business combination is subject to customary closing conditions, including shareholder and regulatory approvals, and there is no assurance it will be completed.

Future Outlook

The company's future outlook is heavily dependent on the successful completion of its business combination with SWB LLC. Until then, it will continue to incur operating expenses and rely on interest income from its Trust Account. There is a significant going concern warning due to the uncertainty of the business combination closing by the deadline.

Management Comments

• Management has evaluated the Company's expected cash requirements for the twelve months following the issuance of these unaudited condensed financial statements in accordance with Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements - Going Concern. Based on this assessment, cash on hand, together with available financing arrangements, is not sufficient to fund the Company's projected operating costs for at least the next twelve months.
• While the Company intends to pursue additional sources of financing, there can be no assurance that such financing will be available on acceptable terms, or at all.
• If a Business Combination is not consummated by the end of the Combination Period, currently April 3, 2027 (subject to monthly extensions pursuant to the Extension Amendment), there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company's ability to continue as a going concern.
• Management has determined that substantial doubt exists about the Company's ability to continue as a going concern for at least one year after the date of these unaudited condensed financial statements.

Industry Context

StockSavvy.ai notes that Soulpower Acquisition Corporation operates within the Special Purpose Acquisition Company (SPAC) sector, which is characterized by its reliance on identifying and merging with a target company to become a publicly traded operating entity. The current environment for SPACs involves increased regulatory scrutiny and a challenging market for completing business combinations, making the ongoing progress and potential completion of the SWB LLC merger a critical factor for the company's survival.

Comparison to Industry Standards

• As a SPAC, direct comparison to traditional operating companies' financial metrics is not applicable. The primary benchmark for SPACs is the successful completion of a business combination within their mandated timeframe.
• Many SPACs face similar going concern issues if a business combination is not finalized, highlighting the inherent risk in this investment structure.
• The interest income generated from the Trust Account is a standard component of SPAC operations, with the amount varying based on the size of the offering and prevailing interest rates.
• The deferred underwriting fees are a common practice in SPAC IPOs, payable only upon successful business combination completion.

Legal Proceedings

• None reported as of June 30, 2026.

Related Party Transactions

• Working Capital Loans from Sponsor and its affiliates.
• Promissory Notes (A, B, and B2) issued to Soulpower Management LLC, controlled by the CEO and Chairman, with certain directors also being members.
• Administrative Support Agreement with an affiliate of the Sponsor for office space and administrative support at $5,000 per month.
• Founder shares issued to the Sponsor.
• Private Placement Units purchased by the Sponsor and Cantor Fitzgerald & Co.

Stakeholder Impact

• Shareholders: The success of the business combination is critical for shareholder value. Failure to complete the combination by the deadline will result in liquidation, potentially returning less than the initial investment due to expenses and potential creditor claims.
• Creditors: Potential claims on company assets could impact the amount available for shareholder redemption.
• Sponsor and Management: Their investment and role in the future combined entity (Soul World Bank) are contingent on the business combination's success. They have also provided loans and support services.
• Underwriters: Deferred fees are contingent on the completion of the business combination.

Next Steps

• Continue to identify and evaluate potential business combination targets.
• Pursue and complete the business combination with SWB LLC, subject to shareholder and regulatory approvals.
• If the business combination is not completed by April 3, 2027, the company will liquidate.
• Seek additional financing if necessary to fund operations or consummate the business combination.

Key Dates

Recommendation

The company is in a pre-business combination phase with significant uncertainty regarding its ultimate success. While the Trust Account provides a floor, the going concern warning and the dependence on regulatory and shareholder approvals for the SWB LLC merger warrant a cautious 'hold' stance. Investors should monitor the progress of the business combination closely.

Keywords

Special Purpose Acquisition Company, SPAC, Business Combination, SWB LLC, Soul World Bank, Digital Banking, Trust Account, Going Concern