SOUL 最新10-Q变化

相对上期新增的文字 · 来源:10-Q · 2026-05-13

• On November 24, 2025, we entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with SWB LLC, a newly formed Cayman Islands limited liability company, and SWB Holdings (“Pubco”), a newly formed Cayman Islands exemp…

• For the three months ended March 31, 2026, we had net income of $1,580,333, which consisted of interest earned on cash held in the Trust Account of $2,265,236, partially offset by operational costs of $685,558. Net cash used in operating activities was $1,420,131, primarily driven by non-cash reconc…

• For the three months ended March 31, 2025, we had net loss of $179,718, which primarily consisted of general and administrative costs of $179,908 and was partially offset by dividend income of $190. Net cash used in operating activities was $124,218, primarily driven by non-cash reconciling adjustme…

• In order to support the Company’s working capital requirements, in addition to the Working Capital Loans, in February 2026, we entered into two unsecured promissory notes with Soulpower Management LLC (the “Lender”), the sole managing member of the Sponsor.

• On February 19, 2026, we issued an unsecured promissory note in a principal amount of up to $785,000 (the “A Note”), which matures on the earlier of (i) the consummation of the initial business combination or (ii) the liquidation of the Company. The A Note bears a flat-rate interest amount equal to …

相对上期删除的文字 · 来源:10-Q · 2025-11-13

• On January 24, 2024, the SEC adopted new rules and regulations for special-purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination trans…

• For the three months ended September 30, 2025, we had a net income of $2,242,863, which consisted of interest earned on cash held in the Trust Account of $2,638,202, partially offset by operational costs of $401,940.

• For the nine months ended September 30, 2025, we had a net income of $4,200,259, which consisted of interest earned on cash held in the Trust Account of $5,158,518, partially offset by operational costs of $971,539.

• 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 combin…

• 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 c…