8-K
Soulpower Acquisition Corp. (SOUL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Dateof Report (Date of earliest event reported): March 26, 2026
SoulpowerAcquisition Corporation
(Exactname of registrant as specified in its charter)
| Cayman Islands | 001-42582 | 98-1793430 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
250West 55th Street, 17th Floor, New York, New York 10019
(Addressof principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 201-282-6717
NotApplicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share and one right | SOULU | New<br> York Stock Exchange |
| Class<br> A ordinary shares, par value $0.0001 per share | SOUL | New<br> York Stock Exchange |
| Rights,<br> each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business<br> combination | SOULR | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), 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 (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”), and SWB LLC, a Cayman Islands limited liability company (the “Company”) entered into a business combination agreement (the “Business Combination Agreement”).
On March 26, 2026, the SPAC, Pubco and the Company entered into the First Amendment to the Business Combination Agreement (the “BCA Amendment”), which amends the Business Combination Agreement to: (i) clarify that all transaction expenses incurred by or on behalf of any party in connection with the Business Combination Agreement shall be borne and paid by the party incurring such expense, with the SPAC advancing funds to the other entities in connection with their transaction expenses in the form of non-interest bearing loans to be repaid upon the earlier of the closing of the transaction or the termination of the Business Combination Agreement; (ii) correct a few scrivener’s errors with regards to the allocation of the Merger Consideration; (iii) correct the Company’s representation with respect to the number of outstanding Company Class V Units; and (iv) change the definition of “Company Signing Net Asset Amount” to limit the amounts paid in connection with the BVI Banking License to only amounts paid in equity. The BCA Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the BCA Amendment is qualified in its entirety by reference thereto.
Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement or BCA Amendment.
Item7.01. Regulation FD Disclosure
On March 31, 2026, the SPAC and Pubco issued a joint press release announcing the BCA Amendment in connection with the Proposed Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 2.1 | First Amendment to the Business Combination Agreement, dated as of March 26, 2026, by and among SPAC, Pubco, and the Company. |
| 99.1 | Press Release, dated March 31, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Soulpower Acquisition Corporation | ||
|---|---|---|
| By: | /s/ Justin Lafazan | |
| Name: | Justin<br> Lafazan | |
| Title: | Chief<br> Executive Officer | |
| Dated:<br> March 31, 2026 |
Exhibit2.1
EXECUTIONCOPY
CONFIDENTIAL
FIRSTAMENDMENT TO BUSINESS COMBINATION AGREEMENT
This First Amendment (this “Amendment”) to the Business Combination Agreement is made and entered into effective as of March 26, 2026, by and among (i) Soulpower Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) SWB Holdings, a Cayman Islands exempted company (together with its successors, “Pubco”), and (iii) SWB LLC, a Cayman Islands limited liability company (together with its successors, the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the BCA (defined below).
WHEREAS, (i) SPAC, (ii) Pubco, (iii) SAC Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco, (iv) SWB Merger Sub LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of Pubco, and (v) the Company are parties to that certain Business Combination Agreement made and entered into as of November 24, 2025 (the “Original BCA”);
WHEREAS, pursuant to Section 10.9 of the Original BCA, the Original BCA can be amended by execution of a written instrument signed by SPAC, Pubco and the Company; and
WHEREAS, the parties desire to amend the Original BCA on the terms and conditions set forth herein (as amended, including by this Amendment, the “BCA”).
NOW,THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the BCA, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.Amendment to Change Payment of SWB Expenses.
(a) Section 8.3 of the Original BCA is amended and restated in its entirety to read as follows:
“8.3. Fees and Expenses. Subject to Sections 8.2 and 9.1, unless otherwise provided for in this Agreement, all Transaction Expenses incurred by or on behalf of any Party in connection with this Agreement and the Transactions shall be borne and paid by the Party incurring such Transaction Expenses. Notwithstanding the foregoing, SPAC will pay on behalf of the Company Entities, or advance funds to the Company Entities in connection with, their respective Transaction Expenses incurred or to be incurred by or on behalf of any Company Entity in connection with this Agreement and the Transactions, including any Transaction Financing and the SWB Agreements, as an interest-free loan (each, a “Company Expense Loan”). All outstanding Company Expense Loans will be due and payable to SPAC upon the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with Section 8.1, with the Company Entities directly paying such amount to SPAC. The Company Entities will be jointly and severally liable to SPAC for the Company Expense Loans. For the avoidance of doubt, there will be no adjustment to the Company Net Asset Amount or the Merger Consideration in connection with the repayment of the Company Expense Loans at the Closing.”
(b) The defined term “Transaction Expenses” in Section 11.1 of the Original BCA is hereby amended and restated in its entirety to read as follows:
““TransactionExpenses” means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement, including in connection with any Transaction Financing and, with respect to the Company, the SWB Agreements. With respect to the SPAC, Transaction Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination, the costs of the premiums for the D&O Tail Insurance, the costs of obtaining the Fairness Opinion and any costs incurred in order to satisfy the minimum round lot requirements for the Applicable Stock Exchange.”
2.Amendment to Correct Effect on Company Securities. The parties hereto hereby agree to amend Section 1.9(a) of the Original BCA as follows:
(a) The phrase in clause (i) thereof “with each Company Equityholder being entitled to receive its Pro Rata Share of the Merger Consideration” is hereby deleted and replaced with the following “with each holder of Company Class A Units being entitled to receive its Class A Pro Rata Share of the Class A Merger Consideration”.
(b) The phrase in clause (ii) thereof “with each Company Equityholder being entitled to receive its Pro Rata Share of the Merger Consideration” is hereby deleted and replaced with the following “with each holder of Company Class V Units being entitled to receive its Class V Pro Rata Share of the Class V Merger Consideration”.
3.Amendment to Correct Company Representation. The parties hereto hereby agree that the first sentence of Section 5.3(a) of the Original BCA is hereby amended to change the number of Company Class V Units issued and outstanding from 2,500 to 250,000.
4.Amendment to Company Signing Net Asset Amount. The parties hereto hereby agree to amend the definition of “Company Signing Net Asset Amount” in Section 11.1 of the Original BCA to delete clause (ii) of such definition and replace it with the following “(ii) the amount paid by the Company or its Subsidiary in equity as of the Closing for the BVI Banking License in accordance with the terms of the BVI Banking License Purchase Agreement, plus”.
5.Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original BCA and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original BCA or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the BCA in the BCA or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original BCA, as amended by this Amendment (or as the BCA may be further amended or modified after the date hereof in accordance with the terms thereof). The BCA, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the BCA, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Original BCA is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Original BCA shall, to the extent of such difference or inconsistency, be disregarded. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original BCA, and, without limiting the foregoing, Sections 10.1 through 10.10 and 10.12 through 10.14 of the Original BCA are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.
{Theremainder of this page is intentionally blank; the next page is the signature page}
| 2 |
| --- |
INWITNESS WHEREOF, the parties hereto have executed this First Amendment to the Business Combination Agreement as of the date first written above.
| SPAC: | |
|---|---|
| SOULPOWER ACQUISITION CORPORATION | |
| By: | /s/ Frank Candio |
| Name: | Frank Candio |
| Title: | Director and Chairman of Special Committee |
| Pubco: | |
| SWB HOLDINGS | |
| By: | /s/ Justin Lafazan |
| Name: | Justin Lafazan |
| Title: | Chief Executive Officer |
| The Company: | |
| SWB LLC | |
| By: | /s/ Justin Lafazan |
| Name: | Justin Lafazan |
| Title: | Chief Executive Officer |
{SignaturePage to First Amendment to Business Combination Agreement}
Exhibit99.1
SoulpowerAcquisition Corporation (NYSE:SOUL) and SWB Holdings Amend Business Combination Agreement and Announce Adjustment to Asset Contributions
~Anticipated Business Combination Now Expected to Close in Late Q2 or Q3 2026; Combined Company Pro Forma Valuation Currently Expectedat Approximately $8.5 Billion ~
NEW YORK, NY – March 31 , 2026 - Soulpower Acquisition Corporation (NYSE:SOUL) (“Soulpower”), a financials-focused special purpose acquisition company, and SWB Holdings (“Pubco”), a newly established Cayman Islands exempted company formed to be the publicly listed holding company of SOUL WORLD BANK™ and affiliates through SWB LLC, today announced an adjustment to the asset contributions, including an additional asset contribution, as well as an amendment (the “BCA Amendment”) to the business combination agreement among Soulpower, Pubco, SWB LLC and certain other parties, originally announced on November 24, 2025 (as amended, the “Amended BCA”).
SWB and Soulpower agreed to a revised list of asset contributions, including the elimination of certain assets from the assets to be contributed shortly prior to the closing of the business combination contemplated by the Amended BCA (“Business Combination”), as well as the additional asset contribution of:
| ● | Uruguay Iron Mine – In connection with and immediately after the closing of the Business<br> Combination, SWB LLC is expected to acquire two Uruguayan corporations that hold exclusive<br> mining rights, comprising prospecting and exploration permits, over four strategic high-grade<br> iron projects in the Department of Rivera, Uruguay, carrying conservative estimated resources<br> of approximately 1,170 million tons of run-of-mine material. The parties intend to further<br> amend the Amended BCA to take into account the structuring of this particular asset acquisition. |
|---|
Following the closing of the Business Combination (the “Closing”), Pubco intends to consider potentially acquiring certain of the assets that are being excluded from the contributed assets taken into account in the Business Combination.
In the BCA Amendment, the parties agreed to certain clarifying and procedural updates, including updating the accounting treatment for transaction expenses, limiting the valuation attributed to the BVI banking license to only the amounts paid in equity, revising certain representations and making certain minor changes. The BCA Amendment will be filed by Soulpower on Form 8-K as Exhibit 2.1.
The BCA Amendment has been unanimously approved by both the board of directors of Soulpower, and its special committee of independent and disinterested directors.
Following the Business Combination and based on certain assumptions, Pubco’s pro-forma post-transaction combined company valuation (including after giving effect to the Uruguay Iron Mine acquisition as described above) is expected to be approximately $8.5 billion, based on the formulas set forth in the Amended BCA and the agreed upon valuation of Pubco’s shares at $10.00 per share, and assuming, among other things, no redemptions from Soulpower’s trust account by Soulpower shareholders. Additional disclosure regarding SWB’s initial asset contributions, and Pubco’s business plans and financial statements will be made available in a forthcoming proxy statement/prospectus to be disseminated to Soulpower shareholders. On December 30, 2025, Soulpower announced that Pubco has confidentially submitted a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”). The Form S-4 is expected to be publicly filed with the SEC during Q2 2026.
The Business Combination is currently expected to close in late Q2 or Q3, 2026 and is subject to satisfaction of customary closing conditions, including approval by Soulpower’s shareholders and the other conditions to closing set forth in the Amended BCA.
Shares of Soulpower are expected to continue to trade on NYSE under the ticker “SOUL” until the Closing. Pubco will apply to list its Class A Ordinary Shares on the NYSE under the same ticker symbol SOUL following the Closing.
All operational milestones will be subject to the receipt of any required regulatory approvals and market factors. The SOUL WORLD BANK™ banking license transaction remains subject to BVI regulatory and Court approvals.
About Soulpower Acquisition Corporation
Soulpower Acquisition Corporation (NYSE: SOUL) is a publicly listed, financials-focused special purpose acquisition company that raised $250 million in its upsized initial public offering, which was underwritten by Cantor Fitzgerald in April 2025.
About SWB LLC
SWB LLC is a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ and to acquire various assets to be contributed by third parties. SWB LLC is controlled by The Lafazan Brothers LLC. Justin Lafazan is managing member of The Lafazan Brothers LLC.
About Pubco
Pubco is a newly formed Cayman Islands company that upon the Closing is expected to be the publicly traded holding company of SOUL WORLD BANK™ and its affiliates. SWB LLC has applied for a general banking license for SOUL WORLD BANK™ from the British Virgin Islands (BVI) Financial Services Commission. Pubco expects that SOUL WORLD BANK™ will offer a suite of international financial services and operate as a licensed international financial institution. Pubco intends to launch with a large asset portfolio held directly or indirectly by SWB LLC, designed to provide both stable book value as well as an opportunity for asset tokenization and other financial engineering.
Additional Information about the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, Pubco, Soulpower and SWB LLC intend to publicly file with the SEC a registration statement on Form S-4, which will include a preliminary proxy statement of Soulpower and a prospectus with respect to Pubco’s securities (the “Proxy Statement/Prospectus”), following completion of the SEC’s review of the confidential submission. After the registration statement is declared effective, a definitive Proxy Statement/Prospectus will be mailed to Soulpower shareholders as of a record date to be established for voting on the proposed transaction.
This press release does not contain all of the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC, as these documents will contain important information about Soulpower, SWB LLC, Pubco and the proposed business combination.
Once available, investors and security holders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or by directing a request to: Soulpower Acquisition Corporation, SOUL@mzgroup.us.
Participants in the Solicitation
Soulpower, SWB LLC, Pubco and their respective directors, managers and executive officers may be deemed participants in the solicitation of proxies from Soulpower’s shareholders in connection with the proposed transaction. Information regarding the names of such persons and their interests in the proposed transaction will be included in the registration statement and Proxy Statement/Prospectus to be filed with the SEC.
No Offer or Solicitation
The information contained in this press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom.
Disclaimer
Past performance by Soulpower’s, SWB LLC’s or Pubco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Soulpower’s, SWB LLC’s or Pubco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Soulpower, SWB LLC or Pubco will, or are likely to, generate going forward.
Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” with respect to Soulpower, SWB LLC and Pubco. The expectations, estimates, and projections of the businesses of Soulpower, SWB LLC and Pubco may differ from their actual results and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “anticipate,” “intend,” “may,” “will,” “could,” “should,” “potential,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and are subject, without limitation, to (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the Soulpower IPO Prospectus, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Soulpower, SWB LLC or Pubco, including, without limitation, the registration statement on Form S-4; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Soulpower’s, SWB LLC’s or Pubco’s’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are neither statements of historical fact nor promises or guarantees of future performance. Therefore, actual results may differ materially and adversely from those expressed or implied in any forward-looking statements, and Soulpower, SWB LLC and Pubco therefore caution against placing undue reliance on any of these forward-looking statements.
Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination the Business Combination Agreement (the “BCA”); (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the BCA; (3) the inability to complete the Business Combination, including due to the failure to obtain approval of the shareholders of Soulpower or other conditions to closing the Business Combination; (4) SWB LLC’s and Pubco’s ability to develop and manage their businesses, and the advantages and expected growth of SWB LLC and Pubco; (5) the cash position of SWB LLC and Pubco following Closing; (6) the inability to obtain or maintain the listing of Pubco’s securities on a stock exchange following the Closing; (7) the risk that the announcement and pendency of the Business Combination disrupts SWB LLC’s and Pubco’s current plans and operations; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Pubco and SWB LLC to develop and manage growth profitably and source and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws and regulations or political and economic developments; (11) the possibility that Pubco or SWB LLC may be adversely affected by other economic, business and/or competitive factors; (12) Soulpower’s, SWB LLC’s and Pubco’s estimates of expenses and profitability; (13) the amount of redemptions by Soulpower’s public shareholders; (14) the possibility that contractual counterparties that have committed to providing assets to SWB LLC in connection with the Business Combination may not fulfil their obligations to SWB LLC or that SWB LLC may determine to terminate such agreements due to additional concerns identified in SWB LLC’s diligence prior to the Closing or if the final independent third-party valuation of any such assets are less than SWB LLC’s valuation of such assets, (15) the possibility that asset managers and other service providers to SWB LLC may not fulfil their obligations following the Business Combination; (16) regulatory matters involving SOUL WORLD BANK ™ and the other businesses and operations to be conducted by Pubco following the Business Combination, and (17) other risks and uncertainties included in the “Risk Factors” section of the Soulpower IPO Prospectus, the registration statement on Form S-4 and other documents filed or to be filed with the SEC by Soulpower, SWB LLC and Pubco. Many of these factors are outside of the control of Soulpower, SWB LLC, and Pubco and are difficult to predict. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Soulpower, SWB LLC and Pubco do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.
Contacts
Investor Relations
SOUL@mzgroup.us
Soulpower
Justin Lafazan, Chairman & CEO
Justin@soulworldbank.com