NYSE: SOUL-UN

●“initial
shareholders” are to our sponsor and any other holders of our founder shares immediately
prior to our initial public offering;

●“Investment
Company Act” are to the Investment Company Act of 1940, as amended;

●“management”
or our “management team” are to our officers and directors;

●“ordinary
resolution” are to a resolution of the company passed by a simple 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 a general meeting of the company, or a resolution approved in writing
by all of the holders of the issued shares entitled to vote on such matter (or such lower
threshold as may be allowed under the Companies Law from time to time);

●“ordinary
shares” are to our Class A ordinary shares and our Class B ordinary shares;

●“private
placement rights” are to the Share Rights included in the private placement units;

●“private
placement shares” are to the Class A ordinary shares issued to our sponsor and Cantor
as part of the private placement units in a private placement simultaneously with the closing
of our initial public offering (such Class A ordinary shares will not be “public shares”);

●“private
placement units” are to the units issued to our sponsor and Cantor in a private placement
simultaneously with the closing of our initial public offering, which private placement units
are identical to the units sold in our initial public offering, subject to certain limited
exceptions as described in this annual report;

●“public
shares” are to Class A ordinary shares sold as part of the units in our initial public
offering (whether they are purchased in our initial public offering or thereafter in the
open market;

●“public
shareholders” are to the holders of our public shares, including our initial shareholders
and management team provided that each initial shareholder’s, member of our management
team’s and advisor’s status as a “public shareholder” will only exist
with respect to such public shares;

1

●“Share
Rights” are to the rights which have been sold as part of the units in our initial
public offering and the private placement;

●“special
resolution” are to a resolution of the company passed by at least a two-thirds (2/3)
majority (or such higher approval threshold as specified in the company’s amended and
restated memorandum and articles of association) of the votes cast by such shareholders as,
being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting of the company of which notice specifying the intention to propose the resolution
as a special resolution has been duly given, or a resolution approved in writing by all of
the holders of the issued shares entitled to vote on such matter (or such lower threshold
as may be allowed under the Companies Law from time to time);

●“Sponsor” is to Soulpower Acquisition Sponsor LLC, a Delaware limited liability company
which was recently formed to invest in our company, as further discussed under “Sponsor
Information”, below

Any
conversion of the Class B ordinary shares described in this annual report will take effect as a compulsory redemption of Class B ordinary
shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Overview

We
are a blank check company incorporated on May 14, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this annual
report as our “business combination” or “initial business combination,” with one or more businesses or entities,
which we refer to throughout this annual report as a “target business” or “target businesses”. We intend to effectuate
our initial business combination using cash derived from the proceeds of the initial public offering and the sale of our private placement
units, our shares, debt, or a combination of cash, shares and debt. While we will consider opportunities in any industry, we are strategically
positioned to capitalize on transformative opportunities and expect to focus on technology and software infrastructure companies whose
products and services target financial services, real estate and asset management companies. We believe our team’s expertise in
these sectors will provide us with a significant competitive advantage in sourcing and evaluating potential targets.

We
have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate
our initial business combination. Our management team is continuously made aware of potential business opportunities, one or more of
which we may desire to pursue for an initial business combination.

On
April 3, 2025, we consummated the initial public offering of 25,000,000 Units, including the purchase by the underwriters of 3,000,000
additional Units pursuant to the partial exercise of their over-allotment option, 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, at a price
of $10.00 per private placement unit, in a private placement to the Sponsor, 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 December 31, 2025, we had cash held in trust account of $257,619,976 .

As
of December 31, 2025, we had cash of $207,108. 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.

2

If
our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial
business combination. In order to fund working capital deficiencies or 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 as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event
that our 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. Up to $1,500,000 of such loans may be convertible into private
units of the post business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would
be identical to the private units. The terms of such loans, if any, have not been determined and no written agreements exist with respect
to such loans. 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 an unsecured promissory note in the principal amount of up to $785,000 (the “A Note”) to Soulpower
Management LLC (“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.

Also
on February 19, 2026, we issued an additional unsecured promissory note to Soulpower Management in the principal amount of up to $2,500,000
(the “B Note” and, together with the A Note, the “Notes”). 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.

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.

Moreover,
we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more
cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our
public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection
with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may
suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds
through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain
covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public
shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we
could acquire with the net proceeds of our initial public offering and the sale of the private units, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public
shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain
financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection
with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through
the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our
initial public offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial business combination. If we are unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

3

SWB
Business Combination Agreement and Related Agreements

On
November 24, 2025, we, SWB Holdings, a Cayman Islands exempted company (“Pubco”), SAC Merger Sub Corp., a Cayman Islands
exempted company and wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), SWB Merger Sub LLC, a Cayman Islands limited liability
company and a wholly owned subsidiary of Pubco (“SWB Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”),
and SWB LLC, a Cayman Islands limited liability company (“SWB”) entered into a business combination agreement (the “SWB
Business Combination Agreement”). Capitalized terms used in this “SWB Business Combination Agreement and Related Agreements”
section of the annual report but not otherwise defined herein have the meanings given to them in the SWB Business Combination Agreement.

Pursuant
to the SWB Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions
contemplated thereby (the “Closing”), (i) SPAC Merger Sub will merge with and into us, with Soulpower Acquisition Corp. continuing
as the surviving entity (the “SPAC Surviving Subsidiary”) and as a result of which Soulpower Acquisition Corp. shareholders
will receive one Pubco Class A non-voting ordinary share, par value $0.00001 per share (“Pubco Class A Ordinary Share”),
for each Class A ordinary share held by such Soulpower Acquisition Corp. shareholder (the “SPAC Merger”) and (ii) the SWB
Merger Sub will merge with and into SWB with SWB continuing as the surviving company (the “SWB Surviving Subsidiary”) (such
merger, the “SWB Merger”, the SWB Merger together with the SPAC Merger, the “Mergers” and the Mergers together
with the other transactions contemplated by the SWB Business Combination Agreement and the ancillary documents thereto, the “Transactions”),
and holders of SWB membership interests will receive ordinary shares of Pubco, as described below. As a result of the Mergers, SPAC Surviving
Subsidiary and SWB Surviving Subsidiary will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded company,
all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.
The Mergers shall be consummated and effective simultaneously (or as close to simultaneously as possible) on the Closing Date or at such
other date as may be agreed in writing by the Parties and specified in the Plans of Merger (such time, the “Effective Time”).
The Pubco Class A Ordinary Shares will be non-voting (except as may be required under Cayman Islands law). The only class of voting securities
of Pubco will be Class V voting ordinary shares, par value $0.00001 per share (each, a “Pubco Class V Ordinary Share”), which
will be convertible into Pubco Class A Ordinary Shares and held by an affiliate of Justin Lafazan, SWB’s Chief Executive Officer
and Founder and our Chief Executive Officer, who will become Chief Executive Officer of Pubco. Mr. Lafazan is the Chief Executive Officer of SWB and our Chief Financial Officer Theresa Strassner is the Chief
Financial Officer of Pubco.

SWB
is a recently formed Cayman Islands company that prior to or contemporaneously with the execution of the Business Combination Agreement
entered into:

●certain
contribution agreements, dated as of the Signing Date (the “Contribution Agreements”)
with investors (the “Contribution Investors”) for those Contribution Investors
to contribute certain real estate and mineral rights property and equipment and related assets
(together, the “Contributed Assets”) to SWB (or a Subsidiary of SWB) immediately
prior to the Closing in exchange for non-voting membership interest units of SWB;

●asset
management agreements and consulting agreements (collectively, the “Asset Management
Agreements”), dated as of the signing date, with the Contribution Investors relating
to the management of the Contributed Assets;

●a
purchase agreement with Bank of Asia (BVI) Limited (“Bank of Asia”) and Russell
Crumpler and David Holukoff of Teneo (BVI) Limited and Chan Mei Lan of Teneo Asia Limited,
as Joint Provisional Liquidators of Bank of Asia, dated as of November 6, 2025 (the “BVI
Banking License Purchase Agreement”), to acquire a banking license and certain related
assets in the British Virgin Islands (the “BVI Banking License”) from Bank of
Asia, which is in provisional liquidation in the British Virgin Islands, for consideration
of a mix of cash and equity;

●a
strategic advisory agreement, dated as of November 24, 2025 (the “Advisory Agreement”),
with Animoca Services Limited (“Animoca”), pursuant to which SWB and Animoca
will collaborate on joint marketing and strategic arrangements; and

●certain
independent contractor agreements (the “Independent Contractor Agreements” and,
collectively with the Contribution Agreements (including any Additional Contribution Agreements
(as defined below)), the Asset Management Agreements, the BVI Banking License Purchase Agreement
and the Advisory Agreement, the “SWB Agreements”).

4

Consideration

At
the Effective Time, each issued and outstanding unit of Soulpower Acquisition Corp. shall be automatically separated into its component
securities and every Soulpower Acquisition Corp. shareholder holding one Soulpower Acquisition Corp. unit shall be deemed to hold one
Class A Ordinary Share and one Share Right. Each Class A Ordinary Share shall become and be converted automatically into the right to
receive one (1) Pubco Class A Ordinary Share, following which, all outstanding ordinary shares shall cease to be outstanding and shall
automatically be canceled and shall cease to exist. At the Effective Time, each issued and outstanding Share Right shall be automatically
converted into one-tenth (1/10) of a Pubco Class A Ordinary Share. No fractional shares will be issued in connection with such conversion.

At
the Effective Time and subject to and upon the terms and conditions of the SWB Business Combination Agreement, the aggregate
consideration to be paid to holders of SWB membership interest units (“SWB Equityholders”) pursuant to the SWB Merger
(the “Merger Consideration”) shall be an amount equal to one hundred and twenty percent (120%) of an aggregate amount
(the “SWB Net Asset Amount”) equal to (a) (i) the aggregate amount of the Contributed Assets Value (as such term is
defined in each applicable Contribution Agreement) and Mineral Rights Value (as such term is defined in each applicable Contribution
Agreement) for all Contributed Assets under all Contribution Agreements that were in effect as of the date of the signing of the SWB
Business Combination Agreement (the “Signing Date”) that have been consummated as of the Closing (on a gross basis
without netting out any Indebtedness assumed thereunder or any payments made in cash or debt in lieu of SWB Units (as defined
below)), plus (ii) the amount paid by SWB or its subsidiary (whether in cash, equity or issuance or assumption of debt) as of the
Closing for the BVI Banking License in accordance with the terms of the BVI Banking License Purchase Agreement, plus (iii) the
amount paid by SWB in equity under the Advisory Agreement as of the Closing in accordance with the terms of the Advisory Agreement,
less (iv) the Indebtedness of SWB and its subsidiaries, on a consolidated basis, as of the Closing that is incurred under the SWB
Agreements that were in effect as of the Signing Date, less (v) the amount of any cash or cash equivalents of SWB and its
subsidiaries that as of the Closing were paid or are payable as consideration for any Contributed Assets under Contribution
Agreements that were in effect as of the Signing Date, plus (b) (i) the aggregate amount of the Contributed Assets Value (as such
term is defined in each applicable Additional Contribution Agreement (as defined below)) and Mineral Rights Value (as such term is
defined in each applicable Additional Contribution Agreement) for all Contributed Assets under all additional Contribution
Agreements entered into by SWB between the Signing Date and the Closing in accordance with the terms of the SWB Business Combination
Agreement (“Additional Contribution Agreements”) that have been consummated as of the Closing (on a gross basis without
netting out any Indebtedness assumed thereunder or any payments made in cash or debt in lieu of SWB Units), less (ii) the amount of
Indebtedness assumed or issued by SWB and its subsidiaries, on a consolidated basis, in connection with such Additional Contribution
Agreements, less (iii) the amount of any cash or cash equivalents of SWB and its subsidiaries paid or are payable as consideration
for any Contributed Assets under such Additional Contribution Agreements. As of the Signing Date, the SWB Net Asset Amount was
approximately $6.75 billion based on the SWB Agreements that were executed on or prior to the Signing Date, and the resulting Merger
Consideration would be approximately $8.1 billion. The Merger Consideration will be paid in the form of Pubco Ordinary Shares, each
valued at Ten U.S. Dollars ($10.00) per share, with holders of Class A membership interest units of SWB (“SWB Class A
Units”) receiving Pubco Class A Ordinary Shares for their SWB Class A Units and holders of Class A membership interest units
of SWB (“SWB Class V Units” and together with the SWB Class A Units, the “SWB Units”) receiving Pubco Class
V Ordinary Shares for their SWB Class V Units. In accordance with the SWB Business Combination Agreement, (a) the holders of SWB
Class A Units will receive in the aggregate an amount of shares equal to the SWB Net Asset Amount (the “Class A Merger
Consideration”) for their SWB Class A Units, with each holder receiving its pro rata portion of the Class A Merger
Consideration based on the number of SWB Class A Units held as a percentage of the total issued and outstanding SWB Class A Units
(such holder’s “Class A Pro Rata Share”), and (b) the holders of SWB Class V Units will receive in the aggregate
an amount 20% of the SWB Net Asset Amount (the “Class V Merger Consideration”) for their SWB Class V Units, with each
holder receiving its pro rata portion of the Class V Merger Consideration based on the number of SWB Class V Units held as a
percentage of the total issued and outstanding SWB Class V Units (such holder’s “Class V Pro Rata
Share”).

5

Representations
and Warranties

The
SWB Business Combination Agreement contains customary representations and warranties of the parties, which shall not survive the Closing.
Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect”
as used in the SWB Business Combination Agreement means with respect to any specified person, any fact, event, occurrence, change or
effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the
business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken
as a whole, or (ii) the ability of such person or any of its subsidiaries to consummate the Transactions, in each case subject to certain
customary exceptions. Certain representations are subject to specified exceptions and qualifications contained in the SWB Business Combination
Agreement or in information provided pursuant to certain disclosure schedules to the SWB Business Combination Agreement.

Covenants

The
SWB Business Combination Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate
their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions
without the prior written consent of certain other parties, in each case, subject to certain exceptions and qualifications. Additionally,
the parties have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the SWB Business Combination
Agreement. We, Pubco and SWB also agreed to use their respective reasonable best efforts to cause, as promptly as practicable after the
Signing Date, but in no event later than the Closing Date, Pubco Class A Ordinary Shares to be approved for listing on the New York Stock
Exchange (or, at the sole election of SWB made at any time prior to the SPAC Shareholder Meeting, the Nasdaq Global Market or the Nasdaq
Capital Market) (the “Applicable Stock Exchange”). The covenants do not survive the Closing (other than those that are to
be performed after the Closing).

The
SWB Business Combination Agreement also contains obligations of certain of the parties to use their commercially reasonable efforts to
consummate the Transactions contemplated by the SWB Business Combination Agreement. This includes certain obligations of us, SWB and
Pubco with regards to seeking financing agreements for an aggregate of at least $100 million in proceeds on such terms, conditions and
structuring, and using such strategy, placement agents and approach, as SWB shall reasonably determine in good faith (unless with a related
party) (“PIPE Financing Agreements”) and to carry out the financing contemplated by the PIPE Financing Agreements and the
ELOC Agreement (as defined below) (collectively, “Transaction Financing”).

In
the SWB Business Combination Agreement, SWB agreed to use its commercially reasonable efforts to deliver to us, (i) as promptly as practicable
after the Signing Date and on or prior to sixty (60) days after the Signing Date, consolidated unaudited financial statements of SWB
and its subsidiaries as of September 30, 2025, reviewed by a PCAOB qualified auditor and, (ii) as promptly as practicable after the Signing
Date and on or prior to March 31, 2026, consolidated audited financial statements of SWB and its subsidiaries as of December 31, 2025,
audited by a PCAOB qualified auditor. SWB and Pubco also agreed to a substantially identical covenant with respect to the financial statements
of Pubco and its subsidiaries.

We
and Pubco agreed, as promptly as practicable after the execution of the SWB Business Combination Agreement, to prepare and file with
the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended supplemented from
time to time, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended
(the “Securities Act”) of the Pubco Ordinary Shares issuable to our shareholders and certain SWB securityholders pursuant
to the SWB Business Combination Agreement, and containing a proxy statement/prospectus for the purpose of us soliciting proxies from
our shareholders to approve (the “SPAC Shareholder Approval”), at an extraordinary general meeting of our shareholders (the
“SPAC Shareholder Meeting”), the SWB Business Combination Agreement, the Transactions and related matters (the “SPAC
Shareholder Approval Matters”) and providing our shareholders an opportunity, in accordance with our organizational documents and
its initial public offering prospectus, to have their Class A ordinary shares redeemed. We agreed not to change the recommendation of
our board of directors that our shareholders vote in favor of the approval of the SWB Business Combination Agreement and the SPAC Shareholder
Approval Matters (the “SPAC Recommendation”), except as required by its fiduciary duties for certain intervening events,
subject to certain requirements set forth in the SWB Business Combination Agreement.

6

The
parties agreed to take all necessary action so that effective as of the Closing, the board of directors of Pubco (the “Pubco Board”)
will consist of the number of directors as determined by SWB prior to the effectiveness of the Registration Statement, all of which directors
shall be designated by SWB prior to the Closing, the majority of which shall be independent directors in accordance with requirements
of the Applicable Stock Exchange, provided, that Pubco is intended to be a “controlled company” for purposes of NYSE and
shall be permitted to the exceptions for a “controlled company” under the Applicable Stock Exchange rules. At or prior to
Closing, Pubco will provide each member of the Pubco Board with a customary director indemnification agreement, in form and substance
reasonably acceptable to such director.

SWB
is permitted to enter into Additional Contribution Agreements between the Signing Date and the Closing, (i) with our prior written consent
(not to be unreasonably withheld, delayed or conditioned, except that from and after the date that is five (5) days prior to the first
non-confidential filing of the Registration Statement with the SEC, we may withhold our consent at our sole discretion), (ii) except
with our prior written consent (not to be unreasonably withheld, delayed or conditioned), if the types of additional assets to be contributed
or additional management agreements to be entered into relate to businesses or activities that are substantially similar to the SWB Agreements
existing as of the Signing Date; (iii) if we receive an updated fairness opinion with respect to all such Additional Contribution Agreements;
and (iv) if a Lock-Up Agreement is executed by any such additional parties who will receive any Merger Consideration providing for a
lock-up period of at least twelve (12) months after the Closing. We and SWB will mutually agree reasonably and in good faith on the change
in the SWB Net Asset Amount with respect to each Additional Contribution Agreement based on the terms of such Additional Contribution
Agreement at or prior to the execution of such Additional Contribution Agreement by SWB.

We
agreed to pay for all expenses incurred by or on behalf of any party in connection with
the SWB Business Combination Agreement and the Transactions, including any Transaction Financing and the SWB Agreements, as they are
incurred and become due and payable, and to promptly reimburse SWB and Pubco for any amounts paid by SWB or Pubco for
expenses.

Conditions
to the Parties’ Obligations to Consummate the Merger

Under
the SWB Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are
subject to a number of customary conditions for special purpose acquisition company business combinations, including, among others, the
following: (i) the receipt of the SPAC Shareholder Approval; (ii) the consummation of the Transactions not being prohibited by applicable
law or order and there being no pending action brought by a non-affiliated third party to enjoin or otherwise prevent the consummation
of the Closing; (iii) any waiting periods under any antitrust laws have expired; (iv) obtaining all required consents from any relevant
governmental authorities; (v) the amendment and restatement of Pubco’s memorandum and articles of association, (vi) effectiveness
of the Registration Statement; (vii) the shares of Pubco Class A Ordinary Shares having been approved for listing on the Applicable Stock
Exchange; (viii) closings under the Contribution Agreements for at least an aggregate of $250 million in Company Net Asset Value have
been consummated.

The
obligations of Soulpower Acquisition Corp. to consummate (or cause to be consummated) the Transactions are also subject to, among other
things: (i) the representations and warranties of SWB, Pubco, SWB Merger Sub and SPAC Merger Sub being true and correct, subject to the
applicable materiality standards contained in the SWB Business Combination Agreement, (ii) material compliance by SWB, Pubco, SWB Merger
Sub and SPAC Merger Sub with their respective pre-closing covenants, (iii) no occurrence of a Material Adverse Effect with respect to
SWB or Pubco which is continuing and uncured, (iv) the effectiveness of lock-up agreements with each SWB Equityholder, (v) the ELOC Agreement
(as defined below) being in full force and effect, and (vi) the execution and delivery by Pubco of the Amended and Restated Registration
Rights Agreement (as defined below).

The
obligations of SWB, Pubco, SWB Merger Sub and SPAC Merger Sub to consummate (and cause to be consummated) the Transactions are also subject
to, among other things: (i) the representations and warranties of Soulpower Acquisition Corp. being true and correct, subject to the
applicable materiality standards contained in the SWB Business Combination Agreement, (ii) material compliance by Soulpower Acquisition
Corp. with its applicable pre-closing covenants, (iii) no occurrence of a Material Adverse Effect with respect to Soulpower Acquisition
Corp. since the date of the SWB Business Combination Agreement which is continuing and uncured, (iv) the Sponsor Support Agreement and
Insider Letter Amendment being in full force and effect, (v) the effectiveness of lock-up agreements with each SWB Equityholder (vi)
appointment of directors to the Pubco Board as contemplated by the SWB Business Combination Agreement, (vii) the execution and delivery
of the Amended and Restated Registration Rights Agreement by Soulpower Acquisition Corp., at least a majority of the holders of “Registrable
Securities” pursuant to the Founder Registration Rights Agreement (as defined below), and the SWB Equityholder, and (viii) execution
of new employment agreements, effective as of the Closing, in form and substance acceptable to Soulpower Acquisition Corp. and SWB, between
certain specified persons and Pubco or SWB or its subsidiaries.

7

Termination
Rights

The
SWB Business Combination Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written
consent of Soulpower Acquisition Corp. and SWB, (ii) by Soulpower Acquisition Corp. or SWB if a government authority shall have issued
an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, (iii) by Soulpower Acquisition
Corp. or SWB if the conditions for Closing have not been fulfilled or waived on or prior to the nine (9) month anniversary of the Signing
Date, (iv) by SWB if the SPAC Shareholder Meeting is held and SPAC Shareholder Approval is not received, (v) by Soulpower Acquisition
Corp. in connection with a breach of a representation, warranty, covenant or other agreement by SWB, Pubco, SPAC Merger Sub or the SWB
Merger Sub, if the breach would result in the failure of the related condition to Closing, (vi) by SWB in connection with a breach of
a representation, warranty, covenant or other agreement by Soulpower Acquisition Corp. if the breach would result in the failure of the
related condition to Closing, or (vii) by written notice by SWB to Soulpower Acquisition Corp. if Soulpower Acquisition Corp.’s
board of directors shall have made a change, in compliance with the SWB Business Combination Agreement, in the SPAC Recommendation.

None
of the parties to the SWB Business Combination Agreement are required to pay a termination fee or reimburse any other party for its expenses
as a result of a termination of the SWB Business Combination Agreement. As noted above, Soulpower Acquisition Corp. will bear all fees,
costs and expenses incurred by any party in connection with the SWB Business Combination Agreement and the Transactions, including any
Transaction Financing and the SWB Agreements.

Trust
Account Waiver

SWB,
Pubco, Soulpower Acquisition Corp. Merger Sub and SWB Merger Sub each agreed that it and its respective affiliates will not have any
right, title, interest or claim of any kind in or to any monies in Soulpower Acquisition Corp.’s trust account held for its public
shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

Sponsor
Support Agreement

Contemporaneously
with the execution of the SWB Business Combination Agreement, Soulpower Acquisition Corp. entered into a Sponsor Support Agreement with
Soulpower Acquisition Sponsor LLC (the “Sponsor”) and Pubco (the “Sponsor Support Agreement”), pursuant to which,
among other things, the Sponsor agreed (i) to vote its ordinary shares in favor of the SWB Business Combination Agreement and the Transactions
and each of the SPAC Shareholder Approval Matters, (ii) vote its ordinary shares against any alternative transactions and (iii) to comply
with the restrictions imposed by the letter agreement, dated as of April 1, 2025, by and among Soulpower Acquisition Corp., the Sponsor
and the officers and directors of Soulpower Acquisition Corp. at the time of its initial public offering (the “Insider Letter”),
including the restrictions on transfer and redeeming our ordinary shares in connection with the Transactions.

The
Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur
of Closing and the termination of the SWB Business Combination Agreement pursuant to its terms and, if the SWB Business Combination Agreement
is terminated pursuant to its terms, all provisions of the Sponsor Support Agreement will terminate and be of no further force or effect.

8

Lock-Up
Agreements

In
connection with their Contribution Agreements, the Contribution Investors have entered into Lock-Up Agreements with Pubco (collectively,
the “Contribution Investor Lock-Up Agreements”), which will become effective as of the Closing. Also, in connection with
the BVI Banking License Purchase Agreement, the Collaboration Agreement and the Consulting Agreements, the counterparties thereto have
entered into Lock-Up Agreements with Pubco (collectively, the “Other SWB Lock-Up Agreements”), which will become effective
as of the Closing. Simultaneously with the execution and delivery of the SWB Business Combination Agreement, each holder of the outstanding
membership interest units of SWB also entered into a Lock-Up Agreement with Pubco (collectively, the “SWB Member Lock-Up Agreements”
and, together with the Contribution Investor Lock-Up Agreements and the Other SWB Lock-Up Agreements, the “Lock-Up Agreements”),
which will become effective as of the Closing. Under the Lock-Up Agreements, the counterparties have agreed not to transfer or dispose
of the Restricted Securities, enter into any swap or arrangement that transfers ownership of the Restricted Securities, or publicly announce
the intention to do any of the foregoing until the earlier of (i) a certain period of time after the Closing, ranging from 12 months
to 42 months from the Closing, subject, in certain cases to a pro rata leak-out over 18 months and an early release in certain circumstances,
including based on Pubco’s post-Closing stock price or trading volume or (ii) the date after the Closing on which Pubco consummates
a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results
in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities, or other property.

Insider
Letter Amendment

Simultaneously
with the execution of the SWB Business Combination Agreement, Soulpower Acquisition Corp., Pubco, Sponsor, SWB, Cantor, and SPAC’s
directors and officers entered into an amendment to the Insider Letter (the “Insider Letter Amendment”) to (i) add Pubco
and SWB as parties to the Insider Letter, (ii) revise the terms of the Insider Letter to reflect the Transactions, including the issuance
of Pubco securities in exchange for our securities, and have Pubco assume and be assigned the rights and obligations of Soulpower Acquisition
Corp. under the Insider Letter and (iii) amend the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms
in the Lock-Up Agreements described above.

ELOC
Agreement

Contemporaneously
with the execution of the SWB Business Combination Agreement, CREO Investments LLC, a Delaware limited liability company (the “ELOC
Investor”) entered into an ordinary share purchase agreement (the “ELOC Agreement”) and related registration rights
agreement (the “ELOC Registration Rights Agreement”) with Pubco, which shall become effective upon the Closing. Pursuant
to the ELOC Agreement, Pubco shall have the right to sell to the ELOC Investor up to $250 million Pubco Class A Ordinary Shares (the
“Commitment Amount”), which such Commitment Amount can be increased to up to $5 billion upon the mutual agreement of Pubco
and the ELOC Investor after the Closing (the “ELOC Financing”). Pubco is obligated under the ELOC Agreement and ELOC Registration
Rights Agreement to file a registration statement with the SEC to register under the Securities Act for resale by ELOC Investor of the
Pubco Class A Ordinary Shares that Pubco may issue to ELOC Investor under the ELOC Agreement.

After
the satisfaction of certain conditions precedent set forth in the ELOC Agreement (the “Commencement”), Pubco will have the
right from time to time at its sole discretion until during the 36-month period from and after the Commencement, to direct ELOC Investor
to purchase up to a specified maximum amount of Pubco Class A Ordinary Shares as set forth in the ELOC Agreement by delivering written
notice to ELOC Investor prior to the commencement of trading on any trading day. Pubco will control the timing and amount of any sales
of Pubco Class A Ordinary Shares to ELOC Investor. Actual sales of Pubco Class A Ordinary Shares to ELOC Investor under the ELOC Agreement
will depend on a variety of factors to be determined by Pubco from time to time, including, among other things, market conditions, and
the trading price of Pubco Class A Ordinary Shares.

The
purchase price of the shares of Pubco Class A Ordinary Shares that Pubco elects to sell to ELOC Investor pursuant to the ELOC Agreement
will be the volume weighted average price of the Pubco Class A Ordinary Shares during the applicable purchase date on which Pubco has
timely delivered written notice to ELOC Investor directing it to purchase the Pubco Class A Ordinary Shares under the ELOC Agreement.

The
ELOC Agreement and the ELOC Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of
such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations
agreed upon by the contracting parties.

Pursuant
to the ELOC Agreement and upon the Closing of the SWB Business Combination Agreement, Pubco will issue to ELOC Investor $2,500,000 worth
of Pubco Class A Ordinary Shares (the “Commitment Shares”) upon the Closing as consideration for its irrevocable commitment
to purchase the Pubco Class A Ordinary Shares upon the terms and subject to the satisfaction of the conditions set forth in the ELOC
Agreement. In the event of an increase of the Commitment Amount, Pubco shall issue ELOC Investor an additional number of Commitment Shares
equal to 0.5% of each additional $1 billion of increased Commitment Amount in accordance with the terms of the ELOC.

9

Amended
and Restated Registration Rights Agreement

Concurrently
with the Closing of the SWB Business Combination Agreement, Soulpower Acquisition Corp., Pubco, the Sponsor, Cantor, the Contribution
Investors, each holder of the outstanding membership interest units of SWB and certain other persons shall enter into an amended and
restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) that will amend and restate
the registration rights agreement entered into at the time of Soulpower Acquisition Corp.’s initial public offering between Soulpower
Acquisition Corp., Cantor and the Sponsor (the “Founder Registration Rights Agreement”), pursuant to which Pubco will (i)
assume the registration obligations of Soulpower Acquisition Corp. under such registration rights agreement, with such rights applying
to the shares of Pubco Class A Ordinary Shares and (ii) provide registration rights with respect to the resale of shares of Pubco Class
A Ordinary Shares (including upon conversion of any Pubco Class V Ordinary Shares) held by Sponsor, the SWB Equityholders and the other
parties thereto.

Our
Management Team

We
believe a successful management team operating an acquisition vehicle within our category of interest must possess at least four key
areas of expertise to be successful.

1.
Financial Expertise, including the ability to generate transaction ideas, source prospects, understand and manage risk, structure
opportunities, finance transactions, execute deals, and deliver financial results.

2.
Technological Expertise, including the ability to understand emerging technologies, identify areas of early adoption, design cost-effective
implementations, create new operating models, manage legacy systems, ensure technological security and stability, and deliver technological
results.

3.
Distribution and Community Expertise, including the ability to drive sales, distribute products, develop go-to-market strategies,
secure earned media and press coverage, manage community and stakeholder relationships, build community coalitions, create culturally
competent marketing and communications, establish thought leadership, evaluate and deploy programs across channels, and deliver distribution
and community results.

4.
Human Capital Expertise, including the ability to recruit, manage, engage, and develop world-class talent.

With
these criteria in mind, we have a board of directors that we believe excel in these areas.

1.Financial
Expertise: David Magli has served as a lifelong career financial institution mergers
and acquisitions specialist.

2.Technological
Expertise: Blake Janover has founded and operated multiple businesses and has served
as a principal in more than one billion of capital formation across real estate, financial technology, digital assets, and energy, and
has served as a principal in multiple reporting companies.

3.Distribution
and Community Expertise: Jeff Hoffman has built companies with market leading sales,
marketing, and distribution, including Priceline.com/Booking.com, uBid.com, and more.

4.Human
Capital Expertise: Marques Colston is a renowned coach and business leader, leveraging
his experience as an NFL superstar to champion “underestimated and undervalued”
talent across his businesses.

Our
management team is led by Justin Lafazan, the Chairman of our board of directors and Chief Executive Officer, Teresa Strassner, our Chief
Financial Officer and Director, and Joshua Lafazan, our President.

10

Justin
Lafazan 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 was a member of the Nassau County Legislature from the 18th 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 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.

Jeffrey
Hoffman 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 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.

11

David
Magli 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.

Marques
Colston 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 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.

12

Daniel
Hickey 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 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 a principal strategy advisor at Somada Solutions. 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.

Our
board members have extensive experience, having served as directors or officers for numerous publicly listed and privately-owned companies.
Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly
benefit us as we evaluate potential acquisition or merger candidates as well following the completion of our initial business combination,

We
believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on businesses
in the consumer financial services industry, included businesses that focus on insurance services and long-term savings and investments
and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds,
investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders.

The
past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable
candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not
rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of
our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or
contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities
for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity
has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent
explanatory paragraph under “Management — Conflicts of Interest.”

Our
Investment Thesis and Strategy

In
the event that we do not consummate the SWB Business Combination Agreement, we will concentrate our efforts on identifying businesses
operating within the category of consumer financial services, with a particular interest in businesses that support consumer activities
related to insurance services and long-term savings and investments. While we may pursue a business combination outside of that industry,
we believe our focus best combines the expertise and experience of our management team with a sector that offers attractive investment
opportunities.

13

We
believe technology is changing the way that consumers interact with financial services in our categories of interest. This ongoing transformation
creates new opportunities for firms to better service their consumers. We intend to target companies that are capitalizing, or have the
potential to capitalize, on the new strategic, operational, and commercial opportunities brought about through technological transformation.

Consistent
with this strategy, we have identified the following general areas of focus that we believe are important in evaluating prospective targets.
We will use these in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target
business that does not meet these criteria.

●Primary
Insurance Carriers, Reinsurance Businesses, and other Insurance Services businesses;

●Life
Insurance and Annuity Businesses: Primary Life and Annuity Carriers; Life and Annuity focused
reinsurance businesses; Life insurance and annuity-focused companies operating in product
development, policy administration, or policy management; Life Insurance and Annuity-distribution
companies including retail agents, insurance brokers, managing general agencies, and other
technology firms; “InsurTech” companies, including those focused on using technology
to maximize savings and efficiency, launch growth opportunities, and innovate new risk selection
processes

●Retirement
Product and related Consumer Financial Services distribution businesses, including those
in WealthTech” “RetireTech” or “FinTech”: These include
companies, using artificial intelligence and bigdata to provide an alternative to traditional
wealth management firms or otherwise make investment servicing more efficient, flexible,
and accessible; those creating robo-advisory solutions, micro-investment solutions, digital
brokerages, and other software offerings; other related “FinTech” companies,
including those creating technological solutions to transform the investment and asset management
industry

●Other
related businesses that match our management team’s expertise and can provide outsized
risk-adjusted returns to our shareholders

Industry
Opportunity

As
of the date of this report, we anticipate that we will consummate the SWB Business Combination Agreement. While we have entered into
the SWB Business Combination Agreement, in the event we are unable to consummate the SWB Business Combination Agreement, we will continue
to pursue another business combination. While we may pursue an initial business combination target in any stage of our corporate evolution
or in any industry or sector, we intend to concentrate our efforts on identifying businesses operating within the category of insurance
services, retirement savings, and other related financial services.

We
believe that our target industry is attractive for a number of reasons, including the following:

The
Scale of Global Opportunity – Insurance

Insurance
is one of the largest industries in the world. Insurance premiums combined represent almost $5 trillion dollars globally. Total assets
for insurance carriers increased by 4.9% in 2021 to $44 trillion (GIMAR, SWM). The overall credit quality of assets is high. The scale
of the sector at large is a sign of its import to our economy and societal structure.

The
Rise of Asset Management Interest in Life Insurance

While
generally true to all insurance verticals, specific to life insurance, the balance sheet of a life insurance and annuities carrier represents
one form of “permanent capital” – investment funds that do not have to be returned to Limited Partner investors on
a specified timetable. This capital type is a “holy grail” to private investors, as managers can save time on fundraising
and achieve new levels of flexibility to invest without pre-determined time-return profiles.

In
2021, private investors announced deals to acquire – or reinsure – over $200 billion of US liabilities (McKinsey). This investor
group now owns over $900 billion of life and annuity assets across Europe and the Americas. Nearly all major private equity firms have
exponentially increased their holdings of life and annuity assets.

14

The
Scale of Financial Problems for Consumers

We
believe there is latent market demand for long-term savings and investments products and services in our retirement savings category
given the scale of the “problems” facing consumers.

While
employment patterns have shifted for most workers, the retirement savings industry has not adapted accordingly. When the original retirement
savings industry was created, many American workers were receiving defined benefit and defined contribution retirement plans as the economy
was largely structured around long-career tenures. Today, lifetime corporate employment has largely been replaced by a high-turnover
employment pattern, multi-job work, and the rise of the 1099 “gig economy,” We also believe there is widespread consumer
doubt about the stability and comprehensive support provided by Social Security. These systemic trends are leaving many workers and consumers
without comprehensive long-term savings security.

Financial
stress, particularly in America, remains at an all-time high. 4+ out of 10 US workers are living paycheck to paycheck, 1 out or 3 is
experiencing material mental or emotional health issues related to money. 70% said it is difficult to be happy given their economic situation,
and 90% of Americans feel stressed when it comes to money (CNBC).

We
believe the primary driver for stress around money is the interplay between savings and expenses. Short-term expenses are real, present,
and often unavoidable. They’re also costly (and costs are rising). That makes it psychologically challenging to save for the future.
Because of this, fewer than half of Americans have an emergency fund (CNBC). Out of those with an emergency fund, about 1 out of 4 has
less than $5,000 saved. Credit card balances are ballooning, and delinquency rates are increasing. And American household debt is all-time
high ($15 trillion in 2021), and only going up (SoFi). As a nation, we owe $10 trillion+ in mortgage debt, $1.5+ trillion in student
loans, $2 trillion+ in auto loans and credit debt, and more. We believe that the scale of consumers’ concerns about savings and
expenses brings with it the opportunity to meet unmet market demand and create a highly valuable enterprise.

The
Scale of The Financial Assets and Opportunity

There
is still nearly $40 trillion invested in US retirement vehicles. In fact, retirement assets account for 30%+ of total household financial
assets in the US (Congressional Research Service).

Assets
in IRAs totaled $12.955 trillion at the end of the second quarter of 2023, up 4% year over year (ICI). There was $7.040 trillion in 401(k)s
for the second quarter of 2023, and $11.125 trillion across Defined Contribution plans for the first quarter of 2024.

These
are true “mass-market” products, too, used by hundreds of millions of every-day Americans (ICI).

The
average balances are $127,745 in IRAs for the first quarter of 2024 and $125,900 in 401(k)s for the first quarter of 2024 (Nerdwallet).
Most of this money is Americans saving and stashing it themselves, as the average 401(k) employer contribution is just 4.6% in the first
quarter of 2024.

The
financial services industry represents a significant part of the global economy. In 2020, finance and insurance represented approximately
8.3%, or $1.7 trillion, of U.S. gross domestic product (source: trade.gov).

Broad
Universe of Potential Targets

The
total global investment in technology-enabled financial companies has risen substantially over recent years. As an example, in 2023,
$113.7 billion worth of new investments flowed to 4,547 FinTech deals (source: KPMG).

Pace
of Growth and Innovation Across Subsectors

We
believe the pace of innovation is accelerating across consumer financial services. New technology trends driving technological transformation
across our category of interest include: artificial intelligence and machine learning technology; big data and analytics technology;
cloud technologies; APIs including open banking and connectivity; digital assets and blockchain technology; exchanges, trading platforms,
and capital markets technology; payments technology; regulatory and compliance technology; risk technology including technologies covering
fraud, cybersecurity, and related identity protections; wealth management technologies.

15

Acquisition
Criteria

Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into
our initial business combination with a target business that does not meet these criteria and guidelines. We intend to focus on companies
that provide value-added services that we believe:

●Large
and Growing Addressable Market. A target business with significant opportunity to
capture market share in a large and growing addressable market.

●Differentiated
Position. A target business that holds a unique, compelling, sustainable competitive
advantage in its operating category.

●Significant
Future Growth Prospects. A target business that has multiple diverse drivers of revenue
and earnings growth, including both organic and inorganic growth opportunities.

●Attractive
Return Profile. A target business that has significant potential for attractive risk-adjusted
returns for shareholders, weighing potential growth opportunities and operational improvements
against any identified downside risks.

●Committed
Management Team. A target business with a professional management team whose interests
are aligned with those of our investors.

●Benefits
from being a Public Company. A target business that will benefit from being publicly
listed and can effectively utilize the broader access to capital and the public profile to
grow and accelerate shareholder value creation.

We
intend to seek targets with an aggregate combined enterprise value of approximately $300 million to $1.2 billion, based upon widely accepted
valuation standards and methodologies. We believe targeting companies in this “middle market” will provide the greatest number
of opportunities for investment.

We
believe technology is changing the way that consumers interact with financial services in our categories of interest. This ongoing transformation
creates new opportunities for firms to better service their consumers. We intend to target companies that are capitalizing, or have the
potential to capitalize, on the new strategic, operational, and commercial opportunities brought about through technological transformation.

These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this annual report, would be in the form of tender offer documents
or proxy solicitation materials that we would file with the Securities and Exchange Commission (the “SEC”).

Our
Acquisition Process

In
evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,
as well as a review of financial, operational, legal and other information about the target and its industry which will be made available
to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business
combination transaction.

The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

16

Status
as a Public Company

We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination with
us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock
or shares in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class
A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses
will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.
The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction
process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting
discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination
with us.

Furthermore,
once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business
combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives
consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented
employees.

While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.

We
are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which
we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2)
the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700
million as of the prior June 30th.

In
addition, after completion of our initial public offering and prior to the consummation of a business combination, only holders of our
Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, NYSE will consider us to
be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards,
a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company
is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not
intend to rely on the “controlled company” exemption but may do so in the future. Accordingly, if we choose to do so, you
will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

17

Financial
Position

With
funds in the trust account available for a business combination in the amount of approximately $257,619,976 as of December 31, 2025 (assuming
no redemptions), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital
for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance
it will be available to us.

Initial
Business Combination

We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our
initial business combination using cash from the proceeds of the initial public offering and the private placement of the private placement
units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase
agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to banks or other lenders
or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business
combination with a company or business that may be financially unstable or in its early stages of development or growth, which would
subject us to the numerous risks inherent in such companies and businesses.

We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii)
without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination
only if we receive an ordinary resolution under Cayman Islands law and our 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. The decision as to whether we will seek
shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek
shareholder approval under applicable law or stock exchange listing requirement.

We
have until the date that is 24 months from the closing of the 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. Our amended and restated memorandum and articles of association
prohibit redemptions in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to
be less than $5,000,001.

If
we are unable to complete our initial business combination within 24 months from the closing of our initial public offering and do not
hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will
have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the
closing of our initial public offering, we will redeem 100% of 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 thereon (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as
further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether
or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such
funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which
may take priority over the claims of our public shareholders.

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If
we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder
approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate
an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek;
however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing
of our initial public offering. If we determine not to or are unable to extend the time period to consummate our initial business combination
or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our
private placement units will be worthless.

The
NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair
market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital
purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination
as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the
fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is
a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent determination of the fair market value of our initial business combination,
it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant
amount of uncertainty as to the value of the target’s assets or prospects.

We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post transaction 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. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending
on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue
a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.
In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number
of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and
outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business
or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired
is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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. We have obtained such a fairness opinion in connection with the transactions
contemplated by the SWB Business Combination Agreement.

19

Members
of our management team and our independent directors own or will directly or indirectly own founder shares and/or private placement units
following our initial public offering and, accordingly, 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. The low price that our sponsor, executive officers
and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially
make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public
shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation
date as our board of directors may approve, the founder shares and private placement may be rendered worthless, except to the extent
they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive
officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable
for public shareholders. Further, each of 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.

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. As such, the fiduciary duties or contractual
obligations of our officers or directors could materially affect our ability to complete our initial business combination.

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.

We
are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend
our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

20

Potential
Additional Financings

We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public
shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer
significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through
the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants
that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders
may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of our initial public offering and the sale of the private placement units, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public
shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain
financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection
with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through
the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our
initial public offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial business combination. If we are unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor
Information

Our
sponsor, Soulpower Acquisition Sponsor LLC, is a Delaware limited liability company. Although our sponsor is permitted to undertake any
activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused
on investing in our company. Soulpower Management 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. The sole managing member of Soulpower Management
is Soulpower International Corporation which is controlled by Justin Lafazan, our Chief Executive Officer and Chairman of the board of
directors. David Magli and Daniel Hickey, our directors, are members of Soulpower Management. As of the date of this annual report, Soulpower
International Corporation is entitled to receive an indirect interest in approximately 9% of the founder shares and 6% of the Private
Placement Units owned by the Sponsor. David Magli, our director, is entitled to receive an indirect interest in approximately 4% of our
founder shares and 3% of the Private Placement Units owned by the Sponsor. Daniel Hickey, our director, is entitled to receive an indirect
interest in approximately 8% of our founder shares and 6% of the Private Placement Units owned by the Sponsor. Other third-party accredited
investors with pre-existing relationships with our management team and sponsor, have an aggregate of approximately 60% indirect interest
in our founders shares and 46% indirect interest in private placement units owned by the Sponsor through membership interests in Soulpower
Management LLC. Such investors will have no right to control the sponsor or participate in any decision regarding the disposal
of any security held by the sponsor.

21

Shareholders
May Not Have the Ability to Approve our Initial Business Combination

We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable
stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.

Under
NYSE’s listing rules, shareholder approval would be required for our initial business combination if, for example:

●We
issue ordinary shares that will be equal to in excess or 20% of the number of our ordinary
shares then outstanding (other than in a public offering)

●Any
of our directors, officers or substantial shareholders (as defined by NYSE rules) has a 5%
or greater interest earned on the trust account (or such persons collectively have a 10%
or greater interest), directly or indirectly, in the target business or assets to be acquired
or otherwise and the present or potential issuance of ordinary shares could result in an
increase in outstanding ordinary shares or voting power of 5% or more; or

●The issuance of ordinary shares that will result in our undergoing a change
of control.

The
decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction,
including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder
approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
(ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business
combination; (iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.

Permitted
Purchases of our Securities

If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors and their affiliates
may purchase public shares or units in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual
acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore
agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and
their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their
redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended
that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers, advisors and their affiliates, then
such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases
made under certain conditions, including with respect to timing, pricing and volume of purchases.

22

Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
nonpublic information), our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be
used to purchase public shares or Share Rights in such transactions.

The
purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination,
(2) reduce the number of Share Rights outstanding and/or increase the likelihood of approval on any matters submitted to the Share Rights
holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial
business combination that may not otherwise have been possible.

In
addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.

Our
sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders
with whom our sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions
by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of
Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent
that our sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would
identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a
pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our sponsor, initial shareholders, directors, officers, advisors and their affiliates will select
which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem
relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and
the other federal securities laws.

Our
sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the
event our sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares or Share Rights
from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act
including, in pertinent part, through adherence to the following:

●Our
registration statement/proxy statement filed for our business combination transaction would
disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors
and their affiliates may purchase public shares or Share Rights from public shareholders
outside the redemption process, along with the purpose of such purchases;

●If
our sponsor, initial shareholders, directors, officers, advisors and their affiliates were
to purchase public shares or Share Rights from public shareholders, they do so at a price
no higher than the price offered through our redemption process;

●our
registration statement/proxy statement filed for our business combination transaction would
include a representation that any of our securities purchased by our sponsor, initial shareholders,
directors, officers, advisors and their affiliates would not be voted in favor of approving
the business combination transaction;

●our
sponsor, initial shareholders, directors, officers and their affiliates would not possess
any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights;

23

●we
would disclose in a Form 8-K, before our security holder meeting to approve the business
combination transaction, the following material items:

○the
amount of our securities purchased outside of the redemption offer by our sponsor, initial
shareholders, directors, officers, advisors and their affiliates, along with the purchase
price;

○the
purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors
and their affiliates:

○the
impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers,
advisors and their affiliates on the likelihood that the business combination transaction
will be approved;

○the
identities of our security holders who sold to our sponsor, initial shareholders, directors,
officers, advisors and their affiliates (if not purchased on the open market) or the nature
of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders,
directors, officers, advisors and their affiliates; and

○the
number of our securities for which we have received redemption requests pursuant to our redemption
offer.

Please
see “Risk Factors — If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders,
directors, officers, advisors and their affiliates may elect to purchase shares or Share Rights from public shareholders, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or Share Rights.”

Redemption
Rights for Public Shareholders upon Completion of our Initial Business Combination

We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of
whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account
(less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account was initially $10.00 per public share. The per share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. 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, private placement shares and any public shares they may hold in connection with the completion
of our initial business combination.

Our
proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination
exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and
all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the
issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,
including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of our initial public
offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

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Manner
of Conducting Redemptions

We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii)
without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business
combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as
the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable
law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer
rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the
Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than
20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would
require shareholder approval. So long as we obtain and maintain a listing for our securities on NYSE, we will be required to comply with
NYSE’s shareholder approval rules.

The
requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed
above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we
maintain our registration under the Exchange Act or our listing on NYSE. Such provisions may be amended if approved by a special resolution,
which 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 of the company, so long as we offer redemption in connection
with such amendment.

If
we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will,
pursuant to our amended and restated memorandum and articles of association:

●conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules, and

●file
proxy materials with the SEC

In
the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If
we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law and our 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. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding
shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this
quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement
shares and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated
transactions, 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) in favor of our initial business combination. For purposes of
seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a
quorum is obtained. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would
need 8,243,334, or 32.97%, of the 25,000,000 public shares sold in our initial public offering to be voted in favor of an initial business
combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment
option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders
of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles
of association vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares
to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial
business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval
of our initial business combination will require a special resolution, which 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 of the company. In addition, 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). These quorum and voting thresholds, and the
voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination.
Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote against the proposed transaction,
or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record
date for the general meeting held to approve the proposed transaction.

25

If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

●conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and

●file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies.

In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete the initial business combination.

Upon
the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we
or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act.

We
intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In
addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process
any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions
and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search
for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their
shares.

Our
proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination
exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and
all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the
issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of our
initial public offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

26

Limitation
on Redemption upon Completion of Initial Business Combination if we Seek Shareholder Approval

If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
to Excess Shares without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of
shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business
combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price
or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in
our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our
sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’
ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit
the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,
particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash.

However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.

Delivering
Share Certificates in Connection with the Exercise of Redemption Rights

As
described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer
agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior
to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer
materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to exercise its redemption
rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,
as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic
delivery of their public shares.

There
is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the
DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100 and it would
be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether
or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement
of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

27

Redemption
of Public Shares and Liquidation if no Initial Business Combination

Our
amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete
our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
(and subject to lawfully available funds therefor), 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 (which interest shall be
net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our Share Rights, which will expire worthless if we fail to complete our
initial business combination within the completion window.

Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination
within the completion window, although they will entitled to liquidating distributions from assets outside the trust account. However,
if our sponsor or management team acquire public shares in or after our initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within
the allotted completion window.

Our
sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our 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, in each case unless we provide our public shareholders with the opportunity to redeem their
public shares upon approval of any such amendment 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), divided by the number of
then outstanding public shares.

We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $1,050,000 of proceeds held outside the trust account, although we cannot assure
you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required
to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement units, other than the
proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.
While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’
claims.

28

Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive
alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such
third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Withum Smith+Brown, PC, our independent
registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such
claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims
they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will
be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the company’s
independent registered public accounting firm), or a prospective target business with which we have 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 our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities
of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and
you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In
the event that the proceeds in the trust account are reduced 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, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its
indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that
our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not
be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act.

If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally,
if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either
a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator
or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself
and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of
creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our 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 or (iii) if they redeem their respective shares for cash upon the completion of our initial
business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms
of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the
trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting
in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote.

29

Comparison
of Redemption or Purchase Prices in Connection with our Initial Business Combination and if We Fail to Complete our Initial Business
Combination

The
following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion
of our initial business combination and if we are unable to complete our initial business combination within 24 months from the closing
of the initial public offering.

Redemptions
in

Connection

with our Initial

Business Combination

Other
Permitted

Purchases of Public

Shares by us or our

Affiliates

Redemptions
if we

fail to Complete

an Initial

Business Combination

Calculation
of redemption price

Redemptions
at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.
The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder
vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit
in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated
to be $10.00 per public share), including interest earned on the funds held in the trust account, divided by the number of then outstanding
public shares, subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation
of terms of a proposed business combination.

If
we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors
or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion
of our initial business combination. If our sponsor, initial shareholders, directors, officers, advisors or their affiliates were
to purchase share rights from public shareholders, they would do so at a price no higher than the price offered through our redemption
process. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently
anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act
or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

If
we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share
price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be
$10.00 per public share), including interest earned on the funds held in the trust account, (less up to $100,000 of interest to pay
liquidation and dissolution expenses), divided by the number of then outstanding public shares.

Impact
to remaining shareholders

The
redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders,
who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent
not paid from amounts accrued as interest on the funds held in the trust account).

If
the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price
would not be paid by us.

The
redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for
the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.

30

Competition

In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other
entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our issued and outstanding Share Rights, and
the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may
place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We
currently maintain our executive offices at 250 W 55th St 17th Floor, New York, New York 10019. The cost for this space is included in
the $5,000 per month fee that we will pay Soulpower International for office space, administrative and support services. We consider
our current office space adequate for our current operations. We consider our current office space adequate for our current operations.

Employees

We
currently have three executive officers, Justin Lafazan, Teresa Strassner and Joshua Lafazan. These individuals are not obligated to
devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the stage of the initial business combination process we
are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Periodic
Reporting and Financial Information

We
have registered our Units, Ordinary Shares and Rights under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain financial statements audited and reported on by our independent registered public accountants.

We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender
offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or
reconciled to, GAAP or IFRS, depending on the prospective target business, and the historical financial statements may be required to
be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in
accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure
you that any particular target business identified by us as a potential business combination candidate will have financial statements
prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial
statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able
to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe
that this limitation will be material.

We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.

We
have filed a Registration Statement on Form S-1 with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial
business combination.

We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to 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 auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

Legal
Proceedings

There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

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