Welcome to our dedicated page for Soulpower Acquisition SEC filings (Ticker: SOUL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Soulpower Acquisition Corporation (NYSE: SOUL) files a range of documents with the U.S. Securities and Exchange Commission that describe its activities as a financials-focused SPAC and its proposed Business Combination with SWB LLC and SWB Holdings (Pubco). On this page, you can review Soulpower’s current and historical SEC filings, including Forms 8-K and 8-K/A that outline material definitive agreements, transaction structures, and related financing arrangements.
The company’s Form 8-K dated November 24, 2025, describes the Business Combination Agreement under which Soulpower and SWB LLC will each merge with subsidiaries of Pubco and become wholly owned subsidiaries of Pubco. This filing explains how Soulpower units will separate into Class A ordinary shares and rights, how those securities are expected to convert into Pubco Class A ordinary shares, and how Pubco’s voting Class V ordinary shares will function. Subsequent 8-K and 8-K/A filings provide additional detail on the equity facility with CREO Investments LLC and amendments to previously reported information.
An 8-K filed on December 30, 2025, reports that Pubco confidentially submitted a draft registration statement on Form S-4 to the SEC. That registration statement is expected to include a preliminary proxy statement for Soulpower shareholders and a prospectus for Pubco’s securities. Once effective, a definitive proxy statement/prospectus will be mailed to shareholders for voting on the proposed Business Combination, as described in the filings.
Through Stock Titan, users can access these SEC filings as they are made available on EDGAR and use AI-powered tools to summarize key sections, clarify complex transaction terms, and highlight important risk factor and governance disclosures. This includes insight into Soulpower’s SPAC structure, the mechanics of the proposed mergers, the planned listing of Pubco’s non-voting Class A ordinary shares under the ticker "SOUL", and the various conditions that must be satisfied for the Business Combination to close.
Soulpower Acquisition Corporation amended its Business Combination Agreement on March 26, 2026 to clarify expense allocation, correct scrivener errors and unit counts, and to limit certain BVI banking license payments to equity-only amounts. The amendment also provides that the SPAC will advance transaction expenses as non-interest bearing loans repayable on closing or termination.
The amendment is filed as Exhibit 2.1 and a joint press release dated March 31, 2026 is attached as Exhibit 99.1.
Soulpower Acquisition Corporation amended its business combination agreement with SWB Holdings and related entities, updating how transaction expenses, asset contributions and certain representations are handled. The amendment clarifies that each party bears its own deal costs, with Soulpower advancing non-interest loans to cover others’ expenses until closing or termination.
The press release states that, after the business combination and assuming no redemptions, the combined company’s pro forma valuation is expected to be approximately $8.5 billion, based on an agreed share value of $10.00 per share. The transaction is now expected to close in late Q2 or Q3 2026, subject to shareholder approval, regulatory clearances and other customary conditions, including approvals tied to the SOUL WORLD BANK banking license.
Soulpower Acquisition Corp. is a Cayman Islands SPAC that raised $250,000,000 in its April 2025 IPO, placing that amount in a trust that held $257,619,976 as of December 31, 2025. It held cash outside the trust of $207,108 for working capital.
On November 24, 2025, Soulpower signed the SWB Business Combination Agreement to merge with SWB LLC via a new listed parent, Pubco. Based on an SWB Net Asset Amount of about $6.75 billion, the all-share merger consideration would be approximately $8.1 billion in Pubco ordinary shares valued at $10.00 per share. Soulpower also arranged an equity line with CREO Investments for up to $250 million, potentially rising to $5 billion, and issued two unsecured notes to Soulpower Management on February 19, 2026 totaling up to $3,285,000 to support pre‑combination funding.
Soulpower Acquisition Corporation reported that director Ty Sagalow resigned from its board of directors, effective March 23, 2026. The company stated that his resignation did not result from any disagreement regarding operations, policies or practices. Soulpower publicly thanked Mr. Sagalow for his service and contributions to the board.
Soulpower Acquisition Corporation entered into two unsecured promissory notes with Soulpower Management LLC to fund working capital. The first, an A Note of up to $785,000, carries a flat 22% interest rate due at maturity and may be prepaid without penalty; $745,000 has been advanced. The second, a B Note of up to $2,500,000, bears no interest and will be automatically forgiven in full if the company consummates its initial business combination; about $1,212,050 has been advanced. Both notes are not convertible into securities and include customary events of default. The lender is affiliated with the company’s sponsor and key directors, making these related-party financing arrangements.
Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed Amendment No. 1 to a Schedule 13G reporting its passive ownership in Soulpower Acquisition Corporation.
HOOPP beneficially owns 650,000 Class A ordinary shares, representing 2.5% of the class, with sole voting and dispositive power over all these shares. The percentage is based on 25,620,000 Class A shares outstanding as of November 12, 2025. HOOPP certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Bank of Montreal and affiliates report a 3.94% stake in Soulpower Acquisition Corp.’s Class A ordinary shares. The group discloses beneficial ownership of 1,012,200 shares with sole voting and dispositive power.
The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Soulpower Acquisition Corp. The reporting persons also note that they are not admitting membership in any group for control purposes.
Wolverine Asset Management and affiliates report a significant stake in Soulpower Acquisition Corporation. They beneficially own 1,285,474 Class A ordinary shares, representing 5.02% of the class.
The percentage is based on 25,620,000 ordinary shares outstanding as of November 12, 2025, according to Soulpower’s Form 10-Q. Voting and investment power over these shares is shared among Wolverine Asset Management, Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick. The position is certified as held in the ordinary course of business and not for influencing control. Wolverine Flagship Fund Trading Limited is entitled to dividends and sale proceeds from these shares.
Soulpower Acquisition Corporation describes progress on its proposed business combination with SWB LLC, under which both Soulpower and the operating company would become wholly owned by a new holding company, SWB Holdings (Pubco), which is expected to be publicly traded.
The update explains that on December 29, 2025, Pubco confidentially submitted a draft registration statement to the SEC related to the transaction, and on December 30, 2025, Soulpower and Pubco issued a joint press release about this step. After the SEC review is completed and the registration is declared effective, Soulpower shareholders will receive a proxy and prospectus to vote on the deal.
The filing emphasizes that it is not an offer to sell securities, and it includes extensive cautionary language about forward-looking statements, highlighting multiple risks that could delay, alter, or prevent completion of the business combination or its expected benefits.
Soulpower Acquisition Corporation reported that Pubco, the holding company for its planned merger with SWB LLC, has confidentially submitted a draft registration statement on Form S-4 to the SEC on December 29, 2025. This filing is a key step toward completing the previously announced business combination under the Business Combination Agreement, through which Soulpower and the Company would become wholly owned subsidiaries of Pubco, which is expected to be publicly traded.
After SEC review, Pubco and the Company plan to publicly file the S-4, which will include a proxy statement for Soulpower shareholders and a prospectus for Pubco’s securities. A definitive proxy statement/prospectus will be mailed to shareholders as of a record date to be set for voting on the proposed transaction. The disclosure also highlights numerous forward-looking risks, including potential termination of the agreement, shareholder approvals, redemptions, regulatory matters, listing status of Pubco’s securities, and the ability to realize anticipated benefits from the business combination.