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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
Date
of Report (Date of earliest event reported): March 26, 2026
Soulpower
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42582 |
|
98-1793430 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
250
West 55th Street, 17th Floor, New York, New York 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 201-282-6717
Not
Applicable
(Former
name 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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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,
each consisting of one Class A ordinary share and one right |
|
SOULU |
|
New
York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
SOUL |
|
New
York Stock Exchange |
| Rights,
each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business
combination |
|
SOULR |
|
New
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.
Item
1.01. 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.
Item
7.01. 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.
Item
9.01. 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
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
Lafazan |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
March 31, 2026 |
|
|
Exhibit
99.1
Soulpower
Acquisition 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 Expected
at 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
Combination, SWB LLC is expected to acquire two Uruguayan corporations that hold exclusive
mining rights, comprising prospecting and exploration permits, over four strategic high-grade
iron projects in the Department of Rivera, Uruguay, carrying conservative estimated resources
of approximately 1,170 million tons of run-of-mine material. The parties intend to further
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
