Soulpower Acquisition Corp-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Soulpower Acquisition Corp.(Exact name of registrant as specified in its charter) (201)-282-6717(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $246,984,000 based upon the closing price reported for suchdate on the New York Stock Exchange. As of March 27, 2026, there were 25,620,000 ordinary shares, $0.0001 par value, issued and outstanding. TABLE OF CONTENTS PART IItem 1.Business.1Item 1A.Risk Factors.32Item 1B.Unresolved Staff Comments.75Item 1C.Cybersecurity.75Item 2.Properties.75Item 3.Legal Proceedings.75Item 4.Mine Safety Disclosures.75PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.76Item 6.[Reserved]76Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.77Item 7A.Quantitative and Qualitative Disclosures About Market Risk.80Item 8.Financial Statements and Supplementary Data.80Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.80Item 9A.Controls and Procedures.80Item 9B.Other Information.80Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.80PART IIIItem 10.Directors, Executive Officers and Corporate Governance.81Item 11.Executive Compensation.90Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.91Item 13.Certain Relationships and Related Transactions, and Director Independence.93Item 14.Principal Accountant Fees and Services.96PART IVItem 15.Exhibits and Financial Statement Schedules.97Item 16.Form 10-K Summary.98SIGNATURES100i PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS