Soulpower Acquisition Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the financial statements included in this annual report on Form 10-K present fairly in all material respects our financial position, results of operations, and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Trading Arrangements No director or officer of the company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 80 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors Our executive officers and directors are as follows: Name Age Position Justin Lafazan 29 Chairman of the board of directors and Chief Executive Officer Joshua Lafazan 32 President Teresa Strassner 32 Chief Financial Officer and Director Jeffrey Hoffman 64 Director Blake Janover 43 Director David Magli 51 Director Marques Colston 42 Director Frank Candio 68 Director Daniel Hickey 58 Director Natasha Srulowitz 56 Director Justin Lafazan has served as Chairman of the board of directors and Chief Executive Officer since April 2025. He is an entrepreneur with unique abilities to create compelling vision and recruit a world-class team to deliver results. Prior to leading Soulpower, Justin founded Next Gen HQ in October 2014, a venture-backed technology firm, for which he was awarded the Forbes 30-under-30 recognition in the category of education. Justin served as the Chief Executive Officer of Next Gen HQ from October 2014 through December 2022 and as a director since October 2023. Beginning in January 2023, Justin also serves as the Chairman of Fam1 Investments, a private family investment entity. Justin is a thought leader in the category of personal freedom and economic self-development, having authored two books, “What Wakes You Up” and “Now That’s Momentum”. Justin is a graduate of the Wharton School of Business at the University of Pennsylvania. Joshua Lafazan has served as our President since July 2025. He was a member of the Nassau County Legislature from the 18 th district from January 2018 to December 2023. He attended Cornell University for bachelor of science degree and Harvard University for his masters of education degree. He is currently a doctoral candidate in education at the University of Pennsylvania. He also teaches a course on running for office as a young candidate at Long Island University. Teresa Strassner has served on our board and as Chief Financial Officer since April 2025. She spent her career focused on creating financial value within the asset management industry. She has developed a specific skillset in the areas of mergers and acquisitions. In September 2019, she founded the buy-side focused investment bank and fractional CFO firm Vantage Financial. Teresa is an alumnus of the University of Hartford, where she graduated with honors, holding a dual degree in musicological and sociological research with a concentration in qualitative data analysis. Her combination of accounting, financial and mergers and acquisitions experience makes her an invaluable asset as Chief Financial Officer. We have also onboarded a group of directors who will provide public company governance, executive leadership, operational oversight, insurance, private equity investment management and capital markets experience. 81 Jeffrey Hoffman has served on our board since April 2025. He is an award-winning global entrepreneur, CEO, worldwide motivational speaker, bestselling author, producer of a Grammy Award winning jazz album, and executive producer of an Emmy Award winning television show. He is the executive producer of GOING PUBLIC, a show where viewers worldwide can invest in the startups that Mr. Hoffman is mentoring on the air. In his career, he has been the founder of multiple startups, he has been the CEO of both public and private companies, and he has served as a senior executive in many capacities. Mr. Hoffman has been part of a number of well-known successful startups, including Priceline.com/Booking.com, uBid.com and more. Since December 2017, Mr. Hoffman has been the Chairman of the Global Entrepreneurship Network, which works with entrepreneurs in 200 countries. He is also on the Advisory Board of CEED Global, the Centers for Entrepreneurship and Executive Development, teaching entrepreneurship globally in developing countries. Mr. Hoffman is also the founder and CEO of World Youth Horizons, a non-profit organization providing homes, schools, food, and health care to children in need around the globe. Mr. Hoffman regularly appears on Fox News, Fox Business, CNN, CNN International, Bloomberg News, CNBC, ABC, and NPR, and in publications including Forbes, Inc., Time, Fast Company, and the Wall Street Journal. He was recently awarded a humanitarian award from Disney and Be Great, as well as a Lifetime Achievement Award from the Los Angeles Tribune for his business and philanthropic contributions. Mr. Hoffman holds a bachelor of science degree from Yale University. Blake Janover has served on our board since April 2025. He is the founder, chairman, and CEO of J2 Labs Inc. He serves as a member of the Board of Directors and Chief Commercial Officer of DeFi Development Corporation (Nasdaq: DFDV), a publicly traded digital asset treasury company whose predecessor he founded and led through its initial public offering on the Nasdaq Capital Market in 2023. Mr. Janover also serves as a member of the Board of Directors of Deep Fission, Inc., a small modular nuclear reactor company selected for the U.S. Department of Energy’s Reactor Pilot Program. Over a career spanning more than 15 years, Mr. Janover has served as a principal in more than $1 billion of capital formation across real estate, financial technology, digital assets, and energy, and has served as a principal in multiple public reporting companies. He has founded and operated multiple businesses, employing hundreds of people globally throughout his career. Mr. Janover is an alumnus of Harvard Business School having completed its Owner/President Management Program and ia a member of the Young Presidents’ Organization (YPO). He is a NATSEC Fellow at the National War College Alumni Association, where his work focuses on artificial intelligence at the intersection of private-sector innovation and national security, as well as the U.S.-Israel relationship. He also serves as a guest lecturer and mentor at Reichman University’s Zell Entrepreneurship Program in Israel. David Magli has served on our board since April 2025. He is the Chief Executive Officer and Founder of Magstar Capital LLC, a position he has held since January 2018. He is responsible for managing the firm’s global investment banking business, including its M&A and Capital Raising advisory engagements across all sectors. For more than two decades, Mr. Magli has served as a trusted advisor to companies and investors throughout the U.S. on merger & acquisition and capital raising activities. Mr. Magli regularly advises companies across banking and specialty finance, food and beverage, agriculture, healthcare/medical device, technology, logistics and manufacturing, real estate, and asset management/fund sectors. Mr. Magli has also previously served in executive management roles for investment banking firms advising and investing in the financial services, healthcare, business services, media and consumer industries, as well as a diversified holding company with operating and investment interests in the media, entertainment and publishing industries. Mr. Magli received his JD/MBA, cum laude from American University and his bachelor’s degree in finance from Georgetown University in Washington, D.C., where he was also a member of the NCAA Division 1 Men’s Varsity Soccer team. Mr. Magli currently holds the Series: 7, 24, 63, 79, 87 & 99 registrations with FINRA. 82 Marques Colston has served on our board since April 2025. He is a seasoned business leader, Super Bowl champion, an inductee in the New Orleans Saints Hall of Fame and the Sports Hall of Fame in both Pennsylvania and Louisiana. While an active player for the New Orleans Saints, he was the all-time franchise leader in receptions, receiving yards, and total touchdowns. In January 2024, Mr. Colston founded Champion Venture Partners Inc, a sports asset management firm investing in growth state sports companies. Since September 2020, Marques has served as an Executive Coach and Consultant in Marques Colston Enterprises LLC, providing 1:1 coaching support for entrepreneurs, athletes, and executives. From December 2018 to December 2021, Mr. Colston served as Managing Director, Virtua Health Systems Center for Innovation. His strategic vision and desire to support athletes was the driver in attaining the Series 66 and Series 7 licenses, becoming a Registered Investment Adviser. He also launched an executive education program tailored for professional athletes at Columbia Business School. He also played a pivotal role in building and growing The Players Impact as Managing Director, as well as serving in advisory capacities with NFL Players Inc. and NFLPA One Team Collective. Mr. Colston’s work in the community includes appointments to the executive committee at Son of a Saint and Career Immersion and Leadership Institute (CILI). He also launched a mentorship and enrichment program, in partnership with the Urban Entrepreneurship and Policy Institute at University of New Orleans called Dollars to Dreams, supporting high school students with financial education and entrepreneurship resources. Mr. Colston holds a B.A. (Interdisciplinary Studies) from Hofstra University. Frank Candio has served on our board since April 2025. He is an entrepreneur, investor, board member, and advisor to early stage and emerging B2B technology companies. From 2006 to 2013, Mr. Candio was the founding partner and chief marketing officer of Sales Engine International, a marketing services and technology firm. Since 2013, Mr. Candio has been an advisor to and investor in global technology and services firms. In May 1991, Mr. Candio founded Cambridge Resources, an advisory consultancy. He was previously a director of OSG Billing Services, a position he held for nearly a decade. Mr. Candio holds a BA in humanities from Thomas Edison State College. Daniel Hickey has served on our board since April 2025. He brings 30 years of diverse insurance experience across the P&C industry and is the Founding Partner and CEO of Roosevelt Road Capital Partners since March 2009. RRCP is a Global Insurance Organization, which wholly owns Tradesman Program Managers USA MGA (of which Mr. Hickey has been the CEO since November 2016), K&B Specialty Insurance (of which Mr. Hickey has been the CEO since August 2021), Renaissance Specialty Insurance and Roosevelt Road Re a Class 3B Category VIII Bermuda reinsurance company. Mr. Hickey served as CEO and Chairman of Majestic Holdings, LLC, a company he took public in 2005. RRCP has grown premiums in excess of $350m and has established itself as the industry leader in providing best in class claims and loss control to the New York Construction market, habitational real estate, Sport and Entertainment and Assisted Living industry niches with exceptional underwriting results. Mr. Hickey has an outstanding philanthropic record as he coaches youth football and also hosts the Eileen Hickey holiday dinner on Thanksgiving and Christmas feeding over 1500 people every holiday for the last 40 years. Mr. Hickey has a thorough understanding of the intricacies of the insurance model from top to bottom, understands the role each key discipline plays in a successful operation and possesses the keen ability and vision to build and execute an effective company strategy. Mr. Hickey graduated from Northeastern University in 1990 with a B.A. in Business Administration, majoring in finance, and graduated with honors (cum laude). Natasha Srulowitz has served on our board since April 2025. She is a seasoned leader with experience in driving transformative change across global enterprises and startups. With a diverse skill set encompassing strategic partnerships development, startup operations management, and customer acquisitions, Ms. Srulowitz currently serves as the interim director of the Innovation Lab at Yeshiva University. She previously was the Vice-President of Innovation at Citibank from October 2022 to January 2023, a strategy consultant at next Gen HQ from October 2020 to July 2022 and the director of the accelerator program at Exceed Network from April 2017 to June 2020. Ms. Srulowitz has an MBA from Columbia Business School and a degree in business administration and finance from the University of Washington- Michael G. Foster School of Business. 83 Number and Terms of Office of Officers and Directors We have nine directors. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman or Co-Chairmen, a Vice-Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the each of the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Blake Janover, Frank Candio and David Magli serve as members of our audit committee, and David Magli will chair the audit committee. Under applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Blake Janover, Frank Candio and David Magli meet the independent director standard under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate, and our board of directors has determined that David Magli qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● The appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ● Pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 84 Compensation Committee We have established a compensation committee of the board of directors. Blake Janover, Frank Candio and David Magli serve as members of our compensation committee. Under applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Blake Janover, Frank Candio and David Magli are independent, and Frank Candio will chair the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; ● reviewing on an annual basis our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the board of directors. The initial members of our nominating and corporate governance are Blake Janover, Frank Candio and David Magli. Blake Janover serves as chair of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: ● identifying and screening individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● overseeing our policies and procedures with respect to the consideration of director candidates recommended by shareholders, including the submission of any proxy access nominees by shareholders; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. 85 Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. Our code of ethics contains a conflict of interest policy that prohibits our directors and executive officers, and other related parties, from engaging in any transaction that involves a conflict of interest with the company. The conflict of interest policy provides that a committee of independent members of the board of directors may, among other things, cause any officer or director who has a direct or indirect interest in a transaction to recuse him or herself from the consideration of such transaction and, to the extent necessary, the committee may retain appropriately qualified, non-conflicted personnel to advise the company in connection with such transaction. Our Code of Ethics and our audit and compensation committee charters are filed as exhibits to the registration statement of which our prospectus is part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty to not put themselves in a position in which there is a conflict between their duty to the company and their personal interests; ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. 86 Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Daniel Hickey Tradesman Program Managers LLC Insurance MGA Chief Executive Officer Roosevelt Road Capital Partners Global insurance organization Founding partner and Chief Executive Officer Renaissance Specialty Insurance, LLC Insurance Founder K&B Specialty Insurance, LLC Insurance Founder Blake Janover Deep Fission Energy Director DeFi Development Corporation (f.k.a. Janover, Inc.) Finance and insurance Director and Chief Commercial Officer J2 Labs, Inc. Private Equity Founder, Chairman, and Chief Executive Officer In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination. Investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders purchased founder shares prior to our initial public offering and also purchased private placement units in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement Share Rights will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement units (including the securities underlying such units) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or Share Rights directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 87 ● our sponsor and members of our management team either directly or indirectly own our securities following our initial public offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of our initial public offering, our sponsor has invested in us an aggregate of $4,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,000,000 purchase price for the private placement units (or $10.00 per unit). Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. ● certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. Upon consummation of our initial public offering we repaid $225,412 in loans made to us by our sponsor to cover offering-related and organizational expenses, and commenced paying an affiliate of our sponsor $5,000 per month for office space and administrative and personnel services. In the event that following our initial public offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans 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 addition, on February 19, 2026, we issued the A Note and the B Note to Soulpower Management, the managing member of the Sponsor, in the principal amounts of up to $785,000 and up to $2,500,000, respectively. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled “Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holder of our founder shares, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.” 88 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing investors in the sponsor are not required to (i) hold any units, Class A ordinary shares or public units they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. They will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. Legal Proceedings Unless otherwise indicated, no officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), ● Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities, ● Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated, ● Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity, ● Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity, or ● Having any administrative proceeding threatened against them related to their involvement in any type of business, securities, or banking activity. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and officers. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 89 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that for the year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with. ITEM 11. EXECUTIVE COMPENSATION Executive Officer and Director Compensation Except as described herein, none of our officers or directors has received any cash compensation for services rendered to us. On July 7, 2025, the company appointed Mr. Joshua Lafazan as President of the company and entered into a consulting agreement with him pursuant to which Mr. Lafazan will serve as President from the date of the agreement until the consummation of the company’s business combination, unless terminated earlier. His duties include 1) investor relations, 2) government relations and 3) community relations. Mr. Lafazan will receive consulting fees of $7,500 per month. On July 7, 2025, the company entered into a consulting agreement with Teresa Strassner, the Chief Financial Officer of the company. The consulting agreement is in effect from the date of the agreement until the consummation of the company’s business combination unless terminated earlier. Ms. Strassner will receive consulting fees of $10,000 per month. We may pay finder’s and consulting fees to our initial shareholders or any of their respective affiliates for services rendered prior to or in connection with the completion of our initial business combination. In addition, our officers, directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders or their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Compensation Recovery Policy On March 13, 2025, our board of directors adopted a compensation recovery policy (the “Compensation Recovery Policy”) permitting the company to seek the recovery of incentive compensation received by any of the company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and NYSE rules) and such other senior executives/employees who may from time to time be deemed subject to the Compensation Recovery Policy by the board (collectively, the “Covered Executives”). The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Refer to Exhibit 97.1 of this annual report for the company’s Compensation Recovery Policy. 90 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 33,953,333 ordinary shares, consisting of (i) 25,620,000 Class A ordinary shares and (ii) 8,333,333 Class B ordinary shares, in each case, issued and outstanding as of [*], 2026. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Percentage of Outstanding Ordinary Shares Directors and Officers (1) Justin Lafazan (2) 400,000 1.56 % 8,220,833 98.65 % 25.39 % Joshua Lafazan - - - - - Teresa Strassner - - 12,500 * * Jeffrey Hoffman - - 12,500 * * Blake Janover - - 12,500 * * David Magli(3) - - 12,500 * * Marques Colston - - 12,500 * * Frank Candio - - 12,500 * * Daniel Hickey - - 12,500 * * Natasha Srulowitz - - 12,500 * * All executive officers and directors as a group (10 individuals) 400,000 1.56 % 8,320,833 100 % 24.51 % Other 5% Shareholders Soulpower Acquisition Sponsor LLC (3) 400,000 1.56 % 8,208,333 98.50 % 25.35 % Barclays PLC (4) 1,712,291 6.68 % - - 5.04 % Magnetar Financial LLC (5) 1,750,000 6.83 % - - 5.15 % Tenor Capital Management Co., L.P. (6) 1,750,000 6.83 % - - 5.15 % * Indicates less than 1%. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Soulpower Acquisition Corp., 250 West 55 th Street, 17 th Floor, New York, New York 10019. 91 (2) Includes 12,500 Class B ordinary shares held directly by Mr. Lafazan, 8,208,333 Class B ordinary shares held by Soulpower Acquisition Sponsor LLC, our sponsor, and 400,000 Class A ordinary shares held by our sponsor. Soulpower Management LLC is the sole managing member of Soulpower Acquisition Sponsor LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Soulpower International Corporation is the managing member of Soulpower Management LLC and Justin Lafazan is the director of Soulpower International Corporation. As such, Soulpower International Corporation and Justin Lafazan may be deemed to share beneficial ownership of the ordinary shares held of record by the sponsor. David Magli and Daniel Hickey, our directors, are members of Soulpower Management LLC. Each such person or entity disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (3) Includes 400,000 Class A ordinary shares and 8,208,333 Class B ordinary shares held by Soulpower Acquisition Sponsor LLC, our sponsor, and 400,000 Class A ordinary shares held by our sponsor. Soulpower Management LLC is the sole managing member of Soulpower Acquisition Sponsor LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Soulpower International Corporation is the managing member of Soulpower Management LLC and Justin Lafazan is the director of Soulpower International Corporation. As such, Soulpower International Corporation and Justin Lafazan may be deemed to share beneficial ownership of the ordinary shares held of record by the sponsor. David Magli and Daniel Hickey, our directors, are members of Soulpower Management LLC. Each such person or entity disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) Based on information provided by Barclays PLC (“Barclays”) on Schedule 13G, filed with the SEC on November 12, 2025. As of November 12, 2025, Barclays reported aggregate beneficial ownership of 1,712,291 Class A Ordinary Shares. The principal business address of Barclays is 1 Churchill Place, London - E14 5HP.. (5) Based on information provided by Magnetar Financial LLC on Schedule 13G, filed with the SEC on August 8, 2025 (filed jointly with Magnetar Capital Partners LP and Supernova Management LLC (together with Magnetar Financial LLC, “Magnetar”)). The Schedule 13G related to securities held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) a Delaware limited partnership; Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Magnetar Waterfront Series A LLC (“Waterfront Series A Fund), all Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. As of June 30, 2025, Magnetar reported aggregate beneficial ownership of 1,750,000 Class A Ordinary Shares. The principal business address of Magnetar is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (6) Based on information provided by Tenor Capital Management Co., L.P. on Schedule 13G, filed with the SEC on April 9, 2025 (filed jointly with Tenor Opportunity Master Fund, Ltd. and Robin Shah (together with Tenor Capital Management Co., L.P., “Tenor”)). The Schedule 13G related to Soulpower Units held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. The principal business address of Ternor is 810 Seventh Avenue, Suite 1905, New York, NY 10019. 92 Because of our initial shareholders’ ownership block, our initial shareholders may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including the election of directors, amendments to our Amended and Restated Memorandum and Articles of Association and approval of significant corporate transactions, including approval of our initial business combination. Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject to applicable securities laws) provided that in connection with any proposed business combination, our initial shareholders will not vote any ordinary shares that they purchase after we publicly announce our intention to engage in such proposed business combination, (B) not to redeem any shares owned by them in connection with a shareholder vote to approve a proposed initial business combination or amendment to our Amended and Restated Memorandum and Articles of Association prior thereto and (C) to waive liquidation rights with respect to their founder shares. Our Sponsor and its controlling individuals and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions On June 10, 2024 our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 founder shares. In March 2025, we effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares. In April 2025, we effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 8,433,333 founder shares (up to 1,100,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after this offering. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On July 22, 2024, our sponsor entered into a share purchase agreement with our directors pursuant to which each director purchased 12,500 Class B ordinary shares from our sponsor for a consideration of $1.00. On March 13, 2024, each of our directors transferred 4,166.97 founder shares to our sponsor. On April 1, 2024, each of directors transferred 1,250 founder shares to our sponsor. Our sponsor, Soulpower Acquisition Sponsor LLC, and Cantor Fitzgerald & Co., the representative of the underwriters, have purchased an aggregate of 620,000 private placement units (whether or not the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, or $6,200,000 in the aggregate (whether or not the underwriters’ over-allotment option is exercised in full), in a private placement that closed simultaneously with the closing of our initial public offering. Each private placement unit consists of one Class A ordinary share and one Share Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this annual report. We refer to these units throughout this annual report as the private placement units and the Share Rights included in the private placement units as private placement rights. Of those 620,000 private placement units, our sponsor has purchased 400,000 units and Cantor Fitzgerald & Co. purchased 220,000 units. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this annual report. 93 Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. We will reimburse an affiliate of our sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. On June 7, 2024, the company issued an unsecured promissory note to sponsor, pursuant to which the company may borrow up to an aggregate principal amount of $135,000. The promissory note was non-interest bearing and payable on the earlier of (i) December 31, 2024 and (ii) the consummation of the initial public offering. On January 13, 2025, the company amended the promissory note to increase the aggregate principal amount to $300,000, and to modify it to be payable on the earlier of (i) December 31, 2025 and (ii) the consummation of the initial public offering. The note was repaid in full at the closing of the initial public offering and borrowings are no longer available under the promissory note. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds up to $1,500,000 as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. On February 19, 2026, we issued the A Note to Soulpower Management. The A Note is due on the earlier of (i) the consummation of our initial business combination or (ii) our liquidation and may be prepaid at any time without penalty. A flat-rate of 22% of the principal amount in interest is due at maturity, unless earlier prepaid. The A Note is not convertible into securities of the company and is subject to customary events of default, the occurrence of certain of which automatically trigger the unpaid principal balance of the A Note, accrued interest and all other sums payable with regard to the A Note becoming immediately due and payable. We have used the proceeds from the A Note for general working capital purposes. Also on February 19, 2026, we issued to Soulpower Management the B Note in the principal amount of up to $2,500,000. Under the terms of the B Note, the outstanding principal balance of the B Note shall be automatically and irrevocably forgiven in full upon consummation of our initial business combination and all obligations of the company thereunder shall be deemed satisfied and discharged without further action by any party to the B Note. If the company does not consummate a business combination, the B Note will be due on the earlier of (i) the occurrence of an event of default or (ii) our liquidation. The B Note bears no interest, is not convertible into securities of the company and is subject to customary events of default, the occurrence of certain of which automatically trigger the unpaid principal balance of the B Note and all other sums payable with regard to the B Note becoming immediately due and payable. We have used the proceeds from the B Note for general working capital purposes. Soulpower Management is the sole managing member of the Sponsor The sole managing member of Soulpower Management is Soulpower International Corporation which is controlled by Justin Lafazan, the Chief Executive Officer and Chairman of the board of directors of the company. Certain other directors of the company are also members of Soulpower Management. We have until the date that is 24 months from the closing of our initial public offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. 94 Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares and private placement units. On November 24, 2025, we, Pubco, SPAC Merger Sub, SWB Merger Sub and SWB entered into the “SWB Business Combination Agreement. Please see Business - SWB Business Combination Agreement and Related Agreements for more information. Related Party Policy The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our sponsor, in an amount equal to $5,000 per month; ● Payment of consulting, success or finder fees to our sponsor, our officers, directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. 95 Director Independence NYSE listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that all our directors, other than Justin Lafazan, are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum Smith+Brown, PC in connection with regulatory filings. The aggregate fees billed by Withum Smith+Brown, PC for professional services rendered for the audit of our annual financial statements and review of the financial information included in other filings with the SEC for the years ended December 31, 2025 and 2024 totaled approximately $95,160 and $47,580, respectively. The above amounts include interim procedures and audit fees. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum Smith+Brown, PC any audit-related fees for both the years ended December 31, 2025 and 2024. Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum Smith+Brown, PC any tax fees for both the years ended December 31, 2025 and 2024. All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum Smith+Brown, PC any other fees for both the years ended December 31, 2025 and 2024. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 96 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to the Financial Statements F-7 (2) Financial Statement Schedules: (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. The following documents are included as exhibits to this Annual Report: Exhibit No. Description 1.1 Underwriting Agreement, dated April 1, 2025, by and between the company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the company’s Current Report on Form 8-K filed with the SEC on April 3, 2025). 2.1 +† Business Combination Agreement, dated November 24, 2025, by and among the company, SWB Holdings, SAC Merger Sub Corp., SWB Merger Sub LLC and SWB LLC (incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K, filed with the SEC on December 1, 2025) 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 the company’s Amended Registration Statement of Form S-1/A, filed with the SEC on March 25, 2025). 4.2 Specimen Class A Ordinary Share Certificate (incorporated by reference as Exhibit 4.2 to the company’s Amended Registration Statement on Form S-1/A, filed with the SEC on March 25, 2025). 4.3 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the company’s Amended Registration Statement on Form S-1/A, filed with the SEC on March 25, 2025). 4.4 Share Rights Agreement, dated April 1, 2025, by and between the company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 4.5 * Description of Securities 10.1 Investment Management Trust Agreement, April 1, 2025, by and between the company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.2 Registration Rights Agreement, dated April 1, 2025, by and among the company and certain security holders (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.3 Private Placement Units Purchase Agreement, dated April 1, 2025, by and between the company and the Sponsor (incorporated by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.4 Private Placement Units Purchase Agreement, dated April 1, 2025, by and between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.5 Letter Agreement, dated April 1, 2025, by and among the company, its officers, directors, and the Sponsor (incorporated by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.6 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.7 Administrative Services Agreement, dated April 1, 2025, by and between the company and Soulpower International Corporation (incorporated by reference to Exhibit 10.7 to the company’s Current Report on Form 8-K, filed with the SEC on April 4, 2025). 10.8 Consulting Agreement dated July 7, 2025 between the company and Joshua Lafazan (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed with the SEC on July 11, 2025). 10.9 Consulting Agreement dated July 7, 2025 between the company and Teresa Strassner (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K, filed with the SEC on July 11, 2025). 97 10.10 + Sponsor Support Agreement, dated as of November 24, 2025 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed with the SEC on December 1, 2025). 10.11† Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K, filed with the SEC on December 1, 2025). 10.12 Insider Letter Amendment, dated as of November 24, 2025 (incorporated by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K, filed with the SEC on December 1, 2025). 10.13† Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K, filed with the SEC on December 1, 2025). 10.14 +† ELOC Agreement, dated as of November 24, 2025 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K/A, filed with the SEC on December 3, 2025). 10.15 + ELOC Registration Rights Agreement, dated as of November 24, 2025 (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K/A, filed with the SEC on December 3, 2025). 10.16 A Note issued in favor of Soulpower Management LLC, dated February 19, 2026 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed with the SEC on February 25, 2026). 10.17 B Note issued in favor of Soulpower Management LLC, dated February 19, 2026 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed with the SEC on February 25, 2026). 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 the company’s Amended Registration Statement of Form S-1/A, filed with the SEC on March 25, 2025). 19.1* Insider Trading Policy and Procedures 21.1* List of Subsidiaries 31.1* Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer furnished pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Compensation Recovery Policy 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Calculation Linkbase 101.LAB* Inline XBRL Taxonomy Label Document 101.PRE* Inline XBRL Definition Linkbase Document 101.DEF* Inline XBRL Definition Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. + Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. † Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. ITEM 16. FORM 10-K SUMMARY None 98 SOULPOWER ACQUISITION CORPORATION FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 14, 2024 (INCEPTION) TO DECEMBER 31, 2024 99 DECEMBER 31, 2025 AND 2024 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to the Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Soulpower Acquisition Corporation: Opinion on the Financial Statements We have audited the accompanying balance sheets of Soulpower Acquisition Corporation as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025, and for the period from May 14, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Soulpower Acquisition Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025, and for the period from May 14, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements if the Company is unable to raise additional funds to alleviate liquidity needs then the Company will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Soulpower Acquisition Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Soulpower Acquisition Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as Soulpower Acquisition Corporation’s auditor since 2024. New York, New York March 27, 2026 PCAOB ID Number 100 F- 2 SOULPOWER ACQUISITION CORPORATION BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 2025 2024 ASSETS Assets Cash $ 207,108 $ 25,386 Due from affiliate 1,189,258 - Prepaid expenses 109,164 18,167 Deferred offering costs - 56,995 Total Current Assets 1,505,530 100,548 Cash held in Trust Account 257,619,976 - Total Assets $ 259,125,506 $ 100,548 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Liabilities Accounts payable and accrued expenses $ 695,947 $ 43,080 Loans payable - Sponsor 988,480 123,295 Total current liabilities 1,684,427 166,375 Deferred underwriting fees 10,600,000 - Total Liabilities 12,284,427 166,375 Commitment and Contingencies - - Class A Ordinary shares subject to possible redemption, $ 0.0001 par value; 25,000,000 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively, at redemption value of $ 10.30 per share at December 31, 2025. 257,619,976 - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding at December 31, 2025 and 2024 - - Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized, 620,000 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively (excluding 25,000,000 shares subject to possible redemption) 62 - Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized, 8,333,333 , and 8,433,333 shares issued and outstanding at December 31, 2025 and 2024, respectively (1) 833 843 Ordinary shares, value 833 843 Additional paid in capital - 24,157 Accumulated deficit ( 10,779,792 ) ( 90,827 ) Total Shareholders’ Deficit ( 10,778,897 ) ( 65,827 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 259,125,506 $ 100,548 (1) At December 31, 2024, included an aggregate of up to 1,100,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On April 3, 2025, Soulpower Acquisition Corporation consummated its initial public offering and sold 25,000,000 units, which included a partial exercise of the underwriters’ over-allotment option. As such, 100,000 shares were forfeited. Subsequent to April 3, 2025, there were no shares subject to forfeiture. The accompanying notes are an integral part of these financial statements . F- 3 SOULPOWER ACQUISITION CORPORATION STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 14, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 For the year ended December 31, 2025 For the period from May 14, 2024 (Inception) through December 31, 2024 Operating expenses General and administrative costs $ 1,674,325 $ 91,388 Total operating expenses 1,674,325 91,388 Interest earned on cash held in Trust Account 7,619,976 - Dividend income 16,007 561 Net income (loss) $ 5,961,658 $ ( 90,827 ) Weighted-average shares outstanding, basic and diluted, Class A ordinary shares 19,092,164 - Basic and diluted net income per share, Class A ordinary shares $ 0.22 $ - Weighted-average shares outstanding, basic and diluted, Class B ordinary shares (1) 8,081,278 5,000,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.22 $ ( 0.02 ) (1) At December 31, 2024, included an aggregate of up to 1,100,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On April 3, 2025, Soulpower Acquisition Corporation consummated its initial public offering and sold 25,000,000 units, which included the partial exercise of the underwriters’ over-allotment option. As such, 100,000 shares were forfeited. Subsequent to April 3, 2025, there were no shares subject to forfeiture. The accompanying notes are an integral part of these financial statements . F- 4 SOULPOWER ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 14, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Shares Amount Shares Amount Capital Deficit Deficit Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, January 1, 2025 - $ - 8,433,333 $ 843 $ 24,157 $ ( 90,827 ) $ ( 65,827 ) Forfeiture of founder shares upon partial exercise of over-allotment - - ( 100,000 ) ( 10 ) 10 - Sale of 620,000 Private Placement Units 620,000 62 - - 6,199,938 - 6,200,000 Allocation of transaction costs to Public Rights and Private Placement Units - - - - ( 244,136 ) - ( 244,136 ) Fair value of Public Rights - - - - 4,500,000 - 4,500,000 Accretion of Class A ordinary shares subject to possible redemption - - - - ( 10,479,969 ) ( 16,650,623 ) ( 27,130,592 ) Net income - - - - - 5,961,658 5,961,658 Balance, December 31, 2025 620,000 $ 62 8,333,333 $ 833 $ - $ ( 10,779,792 ) $ ( 10,778,897 ) Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, May 14, 2024 (inception) - $ - - $ - $ - $ - $ - Balance - $ - - $ - $ - $ - $ - Issuance of Class B ordinary shares to Sponsor - - 8,433,333 843 24,157 - 25,000 Net loss - - - - - ( 90,827 ) ( 90,827 ) Net income (loss ) - - - - - ( 90,827 ) ( 90,827 ) Balance, December 31, 2024 - $ - 8,433,333 $ 843 $ 24,157 $ ( 90,827 ) $ ( 65,827 ) Balance - $ - 8,433,333 $ 843 $ 24,157 $ ( 90,827 ) $ ( 65,827 ) The accompanying notes are an integral part of these financial statements. F- 5 SOULPOWER ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 14, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 For the year ended December 31, 2025 For the period from May 14, 2024 (Inception) through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 5,961,658 $ ( 90,827 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Interest earned on cash held in Trust Account ( 7,619,976 ) - Changes in operating assets and liabilities: Prepaid expenses ( 90,997 ) ( 18,167 ) Due from affiliate ( 1,189,258 ) Deferred offering costs - ( 56,995 ) Accounts payable and accrued expenses 652,867 43,080 Net cash used in operating activities ( 2,285,706 ) ( 122,909 ) Cash Flows from Investing Activities: Cash deposited into Trust Account ( 250,000,000 ) - Net cash used in investing activities ( 250,000,000 ) - Cash Flows from Financing Activities: Proceeds received from initial public offering 245,600,000 25,000 Proceeds from sale of Private Placement Shares 6,200,000 - Proceeds from loan payable to Sponsor 1,090,598 123,295 Repayment of loan payable to Sponsor ( 225,413 ) Payment of offering costs ( 197,757 ) - Net cash provided by financing activities 252,467,428 148,295 Net Change in Cash 181,722 25,386 Cash - Beginning of period 25,386 - Cash - End of period $ 207,108 $ 25,386 Supplementary Schedule of Non-Cash Investing and Financing Activities Deferred underwriting fee payable $ 10,600,000 $ - Offering costs paid by Sponsor $ 200,000 $ - The accompanying notes are an integral part of these financial statements. F- 6 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Soulpower Acquisition Corporation (the “Company”), is a blank check company incorporated as a Cayman Islands exempted company on May 14, 2024. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region in selecting a target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 14, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), and the search for, evaluation of, and negotiation with potential Business Combination candidates. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on April 1, 2025 and on April 3, 2025, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units”), which included 3,000,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option, at $ 10 per Unit, generating gross proceeds of $ 250,000,000 . Each Unit consists of one Class A ordinary share (“Public Share”) and one right (“Right”) to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (“Public Right”). Concurrently with the Initial Public Offering, the Company completed the sale of 620,000 private placement units (the “Private Placement Units”) to its sponsor, Soulpower Acquisition Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters, generating gross proceeds of $ 6,200,000 . Each Private Placement Unit consists of one Private Placement Share and one Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private Placement Right”). Of those 620,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units and Cantor purchased 220,000 Private Placement Units. Transaction costs amounted to $ 15,367,333 consisting of $ 4,400,000 of cash underwriting fees, $ 10,600,000 of deferred underwriting fees, and $ 367,333 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on April 3, 2025, the gross proceeds raised of $ 250,000,000 was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds are initially to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. F- 7 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.) The Company will provide its shareholders with the opportunity to redeem all or a portion of the Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of an initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction). The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F- 8 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.) Proposed Business Combination On November 24, 2025, the Company entered into a Business Combination Agreement (the “BCA”) with SWB LLC, a Cayman Islands limited liability company, and SWB Holdings (“Pubco”), a Cayman Islands exempted holding 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 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. As of December 31, 2025, the proposed Business Combination had not yet closed, and completion remains subject to customary closing conditions, including shareholder and regulatory approvals. Until closing, the funds in the Trust Account will remain invested in accordance with the Company’s governing documents. Liquidity and Capital Resources As of December 31, 2025, the Company had cash of $ 207,108 and negative working capital of $ 178,897 . Funds held in the Trust Account remain unavailable for operating purposes until the earlier of the completion of a business combination or the Company’s liquidation. The Company has access to additional financing pursuant to the Working Capital Loan (as defined below) made available by the Sponsor as well as unsecured promissory notes issued to a related party in February 2026. As of December 31, 2025, the Company had borrowed $ 988,480 under the working capital loans from the Sponsor. The Company currently expects to incur additional costs in connection with pursuing and completing the proposed business combination, as well as continuing general and administrative expenses. The closing of the proposed business combination is subject to various customary conditions and is not guaranteed. If the business combination does not close, the Company will be required to seek an alternative transaction or, if none can be completed within the required timeframe, liquidate. Management has evaluated the Company’s expected cash requirements for the twelve months following the issuance of these financial statements in accordance with Accounting Standards Codification (“ASC”) 205-40 “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. Given these conditions, and the inherent uncertainty regarding both the completion of the proposed business combination and the Company’s ability to secure additional funding, 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 financial statements. Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including the war with Iran and rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and broader geopolitical instability in Eastern Europe and the Middle East and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. F- 9 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Out of Period Adjustment Subsequent to the filing of the Company’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2025, the Company identified an immaterial error related to the amount of the deferred underwriting fees incurred in connection with the Company’s Initial Public Offering. Management evaluated the effect of the error on the quarterly reports on Form 10-Q for the three and six months ended June 30, 2025 and for the three and nine months ended September 30, 2025 and concluded the error was not material in both periods. As a result, in the fourth quarter of 2025, the Company recorded an out of period adjustment to increase the deferred underwriting fees and accumulated deficit, each by $ 1,800,000 . Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . Any loss of such funds can have a significant impact on the Company. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 207,108 and $ 25,386 in cash and did not have any cash equivalents outside of the Trust Account as of December 31, 2025 and 2024, respectively. F- 10 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Cash Held in Trust As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 257,619,976 and $ 0 , respectively, were held in cash and cash equivalents. Due from Affiliate Under the BCA, the target, SWB LLC, is presently obligated to reimburse specified costs incurred in connection with the proposed Business Combination irrespective of closing. As the Company has an enforceable claim and collection is probable, the Company recognized the amount it is owed of $ 1,189,258 as of December 31, 2025, as due from affiliate. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the Rights, after management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. 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 and 2024, 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. F- 11 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Rights The Company accounted for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 2025 Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Rights ( 4,500,000 ) Public Shares issuance costs ( 15,010,606 ) Accretion of Class A ordinary shares subject to possible redemption 27,130,582 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 257,619,976 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the private placement since the exercise of the rights is contingent upon the occurrence of future events. During the year ended December 31, 2025 and the period from May 14, 2024 (inception) through December 31, 2024, the Company did not have any dilutive securities or other contracts aside from the rights that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE Class A Class B Class A Class B Year ended December 31, 2025 Period from May 14, 2024 (Inception) to December 31 2024 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 4,188,684 $ 1,772,974 $ - $ ( 90,827 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 19,092,164 8,081,278 - 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.22 $ 0.22 $ - $ ( 0.02 ) 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 Company adopted ASU 2023-09 in the annual report for the year ended December 31, 2025. 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.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on May 14, 2024, inception. The adoption of ASU 2023-07 did not have a material impact on the Company’s financial position, results of operations, or cash flows. The impact of adoption related solely to enhanced disclosures, including the addition of Note 9 - Segment Information. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. F- 12 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on April 3, 2025, the Company sold 25,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option amounting to 3,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one Public Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination. NOTE 4 - PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 620,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one Class A ordinary share and one Private Placement Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination. Of those 620,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units and Cantor purchased 220,000 Private Placement Units. The Private Placement Units are identical to the units sold in the Initial Public Offering, subject to certain limited exceptions. NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B ordinary shares, also known as founder shares, to the Sponsor. On March 13, 2025, the Company effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 founder shares. On April 1, 2025, the Company effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 8,433,333 founder shares (up to 1,100,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On April 3, 2025, the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering. As such, 100,000 founder shares were forfeited and 8,333,333 Class B ordinary shares are now outstanding. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Administrative Support Agreement The Company has agreed, commencing on the date the Company’s securities are first listed on the New York Stock Exchange (NYSE) through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of Sponsor a total of $ 5,000 per month for office space, administrative and shared personnel support services. The Company incurred $ 45,000 and $ 0 of Sponsor management fees for the year ended December 31, 2025 and for the period from May 14, 2024 (inception) to December 31, 2024, respectively. Working Capital Loans In order to finance transaction costs in connection with a 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 a 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 the Sponsor. In the event that a 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 and 2024, there was $ 988,480 and $ 0 , respectively, outstanding under the Working Capital Loans presented as a current liability under Loan payable - Sponsor. F- 13 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 5 - RELATED PARTY TRANSACTIONS (cont.) Related Party Loans On June 7, 2024, the Company issued an unsecured promissory note to Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 135,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024 and (ii) the consummation of the Initial Public Offering. On January 13, 2025, the Company amended the Promissory Note to increase the aggregate principal amount to $ 300,000 , and to modify it to be payable on the earlier of (i) December 31, 2025 and (ii) the consummation of the Initial Public Offering. As of December 31, 2025 and 2024 there was $ 0 and $ 123,295 outstanding under the Promissory Note, respectively presented as a current liability under Loan payable - Sponsor. Borrowings are no longer available under the Promissory Note. Business Combination Agreement On November 24, 2025, the Company entered into a BCA with SWB LLC and Pubco. At closing, the Company and SWB LLC will merge with wholly owned subsidiaries of Pubco and become wholly owned subsidiaries of Pubco. The Company’s securityholders are expected to receive non-voting Class A ordinary shares of Pubco, and SWB LLC members are expected to receive a mix of non-voting Class A and voting Class V ordinary shares of Pubco. Following closing, Justin Lafazan, the Company’s CEO and the founder and managing member of SWB LLC, is expected to serve as Chairman and CEO of Pubco and will indirectly control the Class V ordinary shares, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC. The combined public company plans to operate under the name SOUL WORLD BANK. Prior to or simultaneous with the execution of the BCA, SWB LLC entered into binding agreements for contributions to SWB LLC of assets with an aggregate value of approximately $ 6.75 billion, as defined pursuant to the executed Contribution Agreements (net of debt incurred or cash consideration payments), in exchange for new non-voting SWB LLC membership interests, with such contributions to occur immediately prior to closing. Under the BCA, SWB LLC will go public at an implied pre-money transaction value based on assets contributed to SWB LLC prior to closing of approximately $ 8.1 billion, as defined in the BCA, and subject to increase if additional binding commitments are executed and consummated prior to closing. Separately, Pubco has entered into a committed equity facility (“ELOC”) up to $ 250 million through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the “Investor”), pursuant to which the Investor would provide an equity line of credit that may be increased if mutually agreed upon up to $ 5.0 billion to Pubco post-closing, subject to the effectiveness of a resale registration statement with the SEC and other customary conditions. The consummation of the transactions contemplated by the BCA and the ELOC is subject to various conditions and there can be no assurance that either will occur as planned or at all. NOTE 6 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Units (and its component securities) and units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. 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 a Business Combination, subject to the terms of the underwriting agreement. F- 14 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 7 - SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025 and 2024, there were 620,000 and 0 Class A ordinary shares issued and outstanding, respectively, excluding the 25,000,000 and 0 shares subject to possible redemption as of December 31, 2025 and 2024, respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. On June 10, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 8,433,333 Class B ordinary shares, also known as founders’ shares, to the Sponsor. On March 13, 2025, the Company effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 founder shares. On April 1, 2025, the Company effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 8,433,333 founder shares (up to 1,100,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On April 3, 2025, the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering. As such, 100,000 founder shares were forfeited and 8,333,333 Class B ordinary shares are now outstanding. As of December 31, 2025 and 2024 there were 8,333,333 and 8,433,333 Class B ordinary shares, respectively, issued and outstanding. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. As of December 31, 2025 and 2024, there were 25,620,000 and 0 rights outstanding, respectively. F- 15 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 8 - FAIR VALUE MEASUREMENT The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. There were no assets measured at fair value as of December 31, 2024. SCHEDULE OF FAIR VALUE ASSETS MEASUREMENT Level December 31, 2025 Assets: Cash held in Trust Account 1 $ 257,619,976 The fair value of the Public Rights issued in the Initial Public Offering is $ 4,500,000 , or $ 0.18 per Public Right. The fair value of the Public Right was determined using an implied backsolve model. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information used in the Level 3 valuation regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering: SCHEDULE OF FAIR VALUE ASSUMPTIONS USED IN VALUATION OF SHARE RIGHTS Traded price of Unit $ 10.00 Implied share price $ 9.82 Expected term to De-SPAC (years) 2.00 Probability of De-SPAC and instrument-specific market adjustment 18.00 % Risk-free rate (continuous) 3.75 % Annualized dividend yield 0.00 % NOTE 9 - SEGMENT INFORMATION ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: SCHEDULE OF SEGMENT REPORTING IN NET INCOME OR LOSS AND TOTAL ASSETS 2025 Trust account $ 257,619,976 Cash $ 207,108 2025 2024 General and administrative costs $ 1,674,325 $ 91,388 Interest earned on cash held in Trust Account $ 7,619,976 $ - Dividend income $ 16,007 $ 561 F- 16 SOULPOWER ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 9 - SEGMENT INFORMATION (cont.) The CODM also uses the Company’s cash balance to monitor day-to-day liquidity, forecast near-term funding needs for operating expenditures, and assess whether additional capital (if any) will be required to operate through the end of the combination period. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. Dividend income is reviewed to evaluate total returns on investments held outside the Trust Account, to forecast cash inflows available to support operations, and to corroborate that overall investment performance aligns with liquidity and capital-preservation objectives prior to completing a business combination. NOTE 10 - SUBSEQUENT EVENTS Issuance of Promissory Notes On February 19, 2026, the Company entered into two unsecured promissory notes with Soulpower Management LLC (the “Lender”), the sole managing member of the Sponsor. The Lender is controlled by the Company’s Chief Executive Officer and Chairman, and certain other directors of the Company are members of the Lender. A Note The Company issued an unsecured promissory note in a principal amount of up to $ 785,000 (the “A Note”). The A Note matures on the earlier of (i) the consummation of the Company’s initial Business Combination or (ii) the liquidation of the Company and may be prepaid at any time without penalty. 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. The A Note contains customary events of default, certain of which result in the unpaid principal, accrued interest, and all other amounts becoming immediately due. As of March 27, 2026, the Company had received $ 745,000 in advances under the A Note. Proceeds were used for general working capital purposes. B Note On the same date, the Company also 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 Company’s initial Business Combination, at which time all obligations of the Company under the B Note will be deemed satisfied without further action. If the Company does not consummate a Business Combination, the B Note becomes due upon the earlier of (i) an event of default or (ii) the liquidation of the Company. The B Note bears no interest, is not convertible into securities of the Company, and includes customary default provisions under which the full unpaid principal and all other amounts become immediately due. As of March 27, 2026, the Company had received approximately $ 1,362,050 in advances under the B Note. Proceeds were used for general working capital purposes. F- 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOULPOWER ACQUISITION CORP. Dated: March 27, 2026 By: /s/ Justin Lafazan Justin Lafazan Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 27, 2026. Signatures Capacity in Which Signed /s/ Justin Lafazan Chairman and Chief Executive Officer Justin Lafazan (Principal Executive Officer) /s/ Teresa Strassner Chief Financial Officer and Director Teresa Strassner (Principal Financial and Accounting Officer) /s/ Joshua Lafazan President Joshua Lafazan /s/ Jeffrey Hoffman Director Jeffrey Hoffman /s/ Blake Janover Director Blake Janover /s/ David Magli Director David Magli /s/ Marques Colston Director Marques Colston /s/ Frank Candio Director Frank Candio /s/ Daniel Hickey Director Daniel Hickey /s/ Natasha Srulowitz Director Natasha Srulowitz 100