NOTE 5 - RELATED PARTY TRANSACTIONS

Founder Shares

On June 10, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B ordinary shares, also known as founder shares, to the Sponsor. On March 13, 2025, the Company effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 founder shares. On April 1, 2025, the Company effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 8,433,333 founder shares (up to 1,100,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On April 3, 2025, the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering. As such, 100,000 founder shares were forfeited and 8,333,333 Class B ordinary shares are now outstanding.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Administrative Support Agreement

The Company has agreed, commencing on the date the Company’s securities are first listed on the New York Stock Exchange (NYSE) through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of Sponsor a total of $5,000 per month for office space, administrative and shared personnel support services. The Company incurred $15,000 of Sponsor management fees for the three months ended March 31, 2026.

SOULPOWER ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

NOTE 5 - RELATED PARTY TRANSACTIONS (cont.)

Working Capital Loans

To finance transaction costs in connection with a Business Combination, Sponsor, its affiliates, or the Company’s officers and directors may, but are not obligated to, provide the Company with working capital loans. The loans are non-interest bearing and payable upon consummation of a Business Combination. At the lender’s option, up to $1,500,000 of such loans per lender may be converted into units of the post-business combination entity at $10.00 per unit. If a Business Combination is not completed, the loans may be repaid only from funds held outside the Trust Account, and no amounts in the Trust Account may be used to repay such loans. As of December 31, 2025, $988,480 was outstanding under these arrangements and was recorded as loan payable — Sponsor in the accompanying condensed balance sheet.

The working capital loan balance outstanding as of December 31, 2025 was formalized into Promissory Notes A and B in 2026; see discussion below. Accordingly, Note A and Note B represent the continuation of the prior-year working capital financing.

Issuance of Promissory Notes

On February 19, 2026, the Company entered into two unsecured promissory notes with Soulpower Management LLC, the sole managing member of the Sponsor. The lender is controlled by the Company’s Chief Executive Officer and Chairman, and certain other directors are also members of the lender.

A Note

The Company issued an unsecured promissory note with a principal amount of up to $785,000. The note matures on the earlier of (i) the consummation of the Company’s initial Business Combination or (ii) the Company’s liquidation, may be prepaid at any time without penalty, and is not convertible into Company securities. The note bears a flat interest charge equal to 22% of the principal amount due at maturity unless prepaid earlier and contains customary events of default. As of March 31, 2026, the outstanding balance of A Note is $745,000.

B Note

The Company issued an unsecured promissory note with a principal amount of up to $2,500,000. The note bears no interest, is not convertible into Company securities, and contains customary events of default. Upon consummation of the Company’s initial Business Combination, any outstanding principal balance under the note will be automatically and irrevocably forgiven in full and all obligations thereunder will be deemed satisfied. If the Company does not consummate a Business Combination, the note becomes due and payable upon the earlier of (i) an event of default or (ii) the Company’s liquidation. As of March 31, 2026, the outstanding balance of B Note is $1,512,906.

As of March 31, 2026, the total outstanding balance of the loans amounted to $2,257,906.

SOULPOWER ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

NOTE 5 - RELATED PARTY TRANSACTIONS (cont.)

Business Combination Agreement

On November 24, 2025, the Company entered into a BCA with SWB LLC and Pubco. At closing, the Company and SWB LLC will merge with wholly owned subsidiaries of Pubco and become wholly owned subsidiaries of Pubco. The Company’s securityholders are expected to receive non-voting Class A ordinary shares of Pubco, and SWB LLC members are expected to receive a mix of non-voting Class A and voting Class V ordinary shares of Pubco. Following closing, Justin Lafazan, the Company’s CEO and the founder and managing member of SWB LLC, is expected to serve as Chairman and CEO of Pubco and will indirectly control the Class V ordinary shares, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC. The combined public company plans to operate under the name SOUL WORLD BANK.

Prior to or simultaneous with the execution of the BCA, SWB LLC entered into binding agreements for contributions to SWB LLC of assets with an aggregate value of approximately $6.75 billion, as defined pursuant to the executed Contribution Agreements (net of debt incurred or cash consideration payments), in exchange for new non-voting SWB LLC membership interests, with such contributions to occur immediately prior to closing. Under the BCA, SWB LLC will go public at an implied pre-money transaction value based on assets contributed to SWB LLC prior to closing of approximately $8.1 billion, as defined in the BCA, and subject to increase if additional binding commitments are executed and consummated prior to closing.

Separately, Pubco has entered into a $5.0 billion committed equity facility (“ELOC”) through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the “Investor”), pursuant to which the Investor would provide an equity line of credit of up to $5.0 billion to Pubco post-closing, subject to the effectiveness of a resale registration statement with the SEC and other customary conditions.

The consummation of the transactions contemplated by the BCA and the ELOC is subject to various conditions and there can be no assurance that either will occur as planned or at all.