Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (the "Quarterly Report") to "we," "us," "our" or the "Company" refer to Soulpower Acquisition Corporation. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Soulpower Acquisition Sponsor LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the completion of the proposed Business Combination with SWB LLC (the "Business Combination"), the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2026, and the Company's final prospectus for its Initial Public Offering. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on May 14, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Proposed Business Combination with Soul World Bank

On November 24, 2025, we entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the "BCA"), with SWB LLC, a newly formed Cayman Islands limited liability company, and SWB Holdings ("Pubco"), a newly formed Cayman Islands exempted company, along with other parties specified in the BCA. The BCA was amended by a First Amendment dated March 26, 2026 and a Second Amendment dated August 28, 2026, which, among other things, extended the outside date under the BCA to April 2, 2027. 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 initial 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.

Results of Operations

We have not generated any operating revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the Initial Public Offering, and those required to operate a publicly traded company and the identification and evaluation of, and negotiation with, Business Combination targets, including SWB LLC. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest and investment income from the proceeds derived from the Initial Public Offering held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended September 30, 2026, we had net income of $1,979,484, compared to net income of $2,242,863 for the three months ended September 30, 2025, representing a decrease of $263,379. The decrease was primarily attributable to a $242,513 decrease in interest earned on cash equivalents held in the Trust Account, an increase of $41,312 in interest expense associated with the A Note issued in February 2026, and a $5,926 decrease in dividend income, partially offset by a $26,372 decrease in general and administrative expenses. The decrease in interest income was primarily attributable to lower yields on the funds held in the Trust Account during the three months ended September 30, 2026, compared to the corresponding prior-year period.

For the nine months ended September 30, 2026, we had net income of $5,483,563, compared to net income of $4,200,259 for the nine months ended September 30, 2025, representing an increase of $1,283,304. The increase was primarily attributable to a $1,802,762 increase in interest earned on cash equivalents held in the Trust Account, partially offset by a $408,112 increase in general and administrative expenses, $100,136 of interest expense associated with the A Note issued in February 2026, and an $11,210 decrease in dividend income. The increase in interest earned on cash equivalents held in the Trust Account was primarily attributable to the Trust Account being funded for the entirety of the nine months ended September 30, 2026, compared to the prior-year period, during which the Trust Account was initially funded upon the closing of the Initial Public Offering on April 3, 2025.

For the nine months ended September 30, 2026, net cash used in operating activities was $3,924,010, compared to $1,119,255 for the nine months ended September 30, 2025. The increase in cash used in operating activities was primarily attributable to a $2,984,112 increase in amounts due from affiliate in connection with the proposed Business Combination, as well as other operating expenditures incurred during the period. Net cash used in operating activities for the nine months ended September 30, 2026 also reflects the exclusion of $6,961,280 of interest earned on funds held in the restricted Trust Account from the reconciliation of net income to operating cash flows, partially offset by a $469,250 increase in accounts payable and accrued expenses and a $68,569 decrease in prepaid expenses.

For the nine months ended September 30, 2025, net cash used in operating activities was $1,119,255, reflecting net income of $4,200,259, adjusted to exclude $5,158,518 of interest earned on funds held in the Trust Account, together with changes in operating assets and liabilities.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

On April 3, 2025, we consummated the Initial Public Offering of 25,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 620,000 Private Placement Units to the Sponsor and Cantor Fitzgerald & Co. at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,200,000. The net proceeds from the Initial Public Offering, together with certain of the proceeds from the sale of the Private Placement Units, totaling $250,000,000 in the aggregate, were placed in the Trust Account.

As of September 30, 2026, we had cash equivalents held in Trust Account of $264,581,256 and we had cash held outside of the Trust Account available for working capital purposes of $18,668. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums.

The Company continues to rely on financing from the Sponsor and related parties to fund its ongoing operating expenses and costs associated with the proposed Business Combination. As of September 30, 2026, approximately $1.1 million of additional borrowing capacity remained under the A Note, B Note and B2 Note, subject to the terms and availability of such financing arrangements. Given the Company's limited unrestricted cash and anticipated continued operating and transaction-related expenditures, additional funding may be required prior to the consummation of a Business Combination, and there can be no assurance that such financing will be available on acceptable terms, or at all.

In order to support the Company's working capital requirements, in addition to the Working Capital Loans, in February 2026, we issued two unsecured promissory notes with Soulpower Management LLC (the "Lender"), the sole managing member of the Sponsor. The Lender holds voting and investment discretion with respect to the ordinary shares of the Company held of record by the Sponsor. The sole managing member of the Lender 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 the Lender.

On February 19, 2026, we issued an unsecured promissory note in a principal amount of up to $785,000 (the "A Note"), which matures on the earlier of (i) the consummation of the initial business combination or (ii) the liquidation of the Company. The A Note bears a flat interest charge equal to 22% of the principal due at maturity, unless prepaid earlier, and is not convertible into any securities of the Company. As of September 30, 2026, we received $745,000 in advances under the A Note with proceeds used for general working capital purposes. In addition, accrued contractual interest under the A Note totaled $100,136 as of September 30, 2026.

On February 19, 2026, we 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 initial business combination, at which time all obligations of the Company under the B Note will be deemed satisfied without further action. If we do not consummate our initial 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 and is not convertible into securities of the Company.

In order to support the Company's working capital requirements, in addition to the Working Capital Loans, A Note and B Note, on May 29, 2026, we issued an additional unsecured promissory note in the principal amount of up to $2,500,000 (the "B2 Note") to Soulpower Management LLC. Under the terms of the B2 Note, the outstanding principal balance of the B2 Note shall be automatically and irrevocably forgiven in full upon consummation of the Company's initial business combination and all obligations of the Company thereunder shall be deemed satisfied and discharged without further action by any party to the B2 Note. If the Company does not consummate a business combination, the B2 Note will be due on the earlier of (i) the occurrence of an event of default or (ii) the liquidation of the Company. The B2 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 B2 Note and all other sums payable with regard to the B2 Note becoming immediately due and payable. As of September 30, 2026, we received an aggregate of $3,979,050 in advances under the B Note and B2 Note with proceeds used for general working capital purposes.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Because the Company's cash on hand and available financing are not sufficient to fund its projected operating costs for at least the next twelve months, the Company's deadline to complete an initial Business Combination occurs within one year from the date these financial statements are issued, and the completion of the Business Combination is subject to conditions outside the Company's control, there is substantial doubt about the Company's ability to continue as a going concern. While management intends to consummate the initial Business Combination contemplated by the BCA, there can be no assurance that the transaction will be completed by April 3, 2027. Accordingly, management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date the financial statements are issued.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. Our contractual obligations consist primarily of outstanding related party loans, including the A Note, B Note, and B2 Note, an agreement to pay an aggregate of $5,000 per month for office space, utilities, and secretarial and administrative support, and the deferred underwriting fee payable upon completion of an initial business combination described below.

The underwriters were 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 underwriters' over-allotment option), which was paid upon the closing of the initial public offering. In addition, the underwriters were 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 underwriters' over-allotment option, if any, or up to an additional $1,800,000 in the aggregate. The underwriters' deferred 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 underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. 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, actual results could materially differ from those estimates. As of September 30, 2026, we did not have any critical accounting estimates to be disclosed.

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 September 30, 2026, 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.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.