Company Description
Soulpower Acquisition Corporation (NYSE: SOUL) is a publicly listed special purpose acquisition company (SPAC) described as a financials-focused blank check company. According to its public disclosures, Soulpower was formed as a Cayman Islands exempted company and completed an upsized initial public offering underwritten by Cantor Fitzgerald. As a SPAC, its stated purpose is to pursue a business combination, with a focus on targets in the financial sector.
Soulpower trades on the New York Stock Exchange under the ticker symbol SOUL. In its SEC filings, the company identifies itself as a Cayman Islands exempted entity and reports its registration under Commission File Number 001-42582. As a blank check company, Soulpower’s operating activities primarily relate to evaluating and executing a merger or similar transaction rather than running an operating business of its own.
Business Combination with SWB LLC and SOUL WORLD BANK™
On November 24, 2025, Soulpower entered into a Business Combination Agreement with SWB LLC (a Cayman Islands limited liability company), SWB Holdings ("Pubco"), and merger subsidiaries. Under this agreement, Soulpower and SWB LLC will each merge with wholly owned subsidiaries of Pubco. Following the closing of these transactions, Soulpower and SWB LLC are expected to become wholly owned subsidiaries of Pubco, and Pubco is intended to be the publicly traded company.
The SEC filings describe SWB LLC as a recently formed Cayman Islands company that entered into contribution agreements, asset management agreements, a banking license purchase agreement, and advisory and independent contractor agreements. These arrangements relate to contributions of real estate and mineral rights assets, a proposed acquisition of a banking license and related assets in the British Virgin Islands from Bank of Asia (BVI) Limited, and strategic and technology support agreements.
In connection with the Business Combination, the parties describe a plan for the combined public company, through SWB Holdings, to operate under the name SOUL WORLD BANK™. Disclosures state that SOUL WORLD BANK™ intends to offer international financial services and to operate as a licensed international financial institution, subject to regulatory approvals and completion of the transaction. The asset portfolio to be held directly or indirectly by SWB is described as designed to provide stable book value and an opportunity for asset tokenization and related financial engineering.
Capital Structure and Listing Plans
Under the Business Combination Agreement, Soulpower’s existing units are to be separated into Class A ordinary shares and rights. Each Class A ordinary share of Soulpower is to be converted into the right to receive one non-voting Class A ordinary share of Pubco, and each right is to be converted into one-tenth of a Pubco Class A ordinary share, with no fractional shares issued. The filings state that Pubco’s Class A ordinary shares will be non-voting except as required under Cayman Islands law, and that the only class of voting securities of Pubco will be Class V ordinary shares.
The transaction documents describe that Pubco intends to apply to list its non-voting Class A ordinary shares on the New York Stock Exchange under the ticker symbol "SOUL" at the time of closing of the Business Combination. Until that closing, shares of Soulpower Acquisition Corporation are expected to continue trading on NYSE under the ticker "SOUL". The Business Combination and related listing remain subject to customary closing conditions, shareholder approval, and regulatory review, as detailed in the company’s Form 8-K filings and related press releases.
Asset Contributions and Agreements
The SEC filings explain that SWB LLC has entered into contribution agreements with various investors (referred to as Contribution Investors) for the contribution of real estate and mineral rights property and equipment and related assets to SWB or its subsidiaries in exchange for non-voting membership interest units. These assets are described in the filings and related press releases as including land and infrastructure assets in the United States, slate mines and associated mineral rights in Germany, mineral rights related to an oil and gas discovery in Louisiana, undeveloped land in Baja, Mexico, and mining properties in South Africa and Montana, among others, all subject to the conditions in the respective agreements.
In addition, SWB LLC has entered into a purchase agreement to acquire a banking license and certain related assets in the British Virgin Islands from Bank of Asia (BVI) Limited, which is in provisional liquidation, subject to court, licensing, and regulatory approvals. The company has also entered into a strategic advisory agreement with Animoca Services Limited and independent contractor agreements with technology and services firms to support operational infrastructure, as described in its filings and press releases.
Equity Facility and Transaction Financing
Contemporaneously with the execution of the Business Combination Agreement, Pubco entered into an ordinary share purchase agreement and related registration rights agreement with CREO Investments LLC. This arrangement is described as a committed equity facility, under which the investor may provide an equity line of credit for non-voting Class A ordinary shares of Pubco following the closing of the Business Combination, subject to a resale registration statement and other conditions.
The Business Combination Agreement also includes covenants regarding transaction financing. Soulpower, Pubco, and SWB agreed to use efforts to secure financing agreements, including potential private investment in public equity (PIPE) arrangements and the equity line facility, to support the combined company. These financing arrangements are subject to terms and conditions specified in the agreements and are described in detail in the company’s Form 8-K and Form 8-K/A filings.
Regulatory Filings and Process
On December 29, 2025, SWB Holdings (Pubco) confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission. An 8-K filed by Soulpower on December 30, 2025, reports that this draft registration statement relates to the proposed Business Combination between Pubco, Soulpower, and SWB LLC. The registration statement is expected to include a preliminary proxy statement of Soulpower and a prospectus for Pubco’s securities. After SEC review and once declared effective, a definitive proxy statement/prospectus is expected to be mailed to Soulpower shareholders for voting on the proposed transaction.
The company’s filings emphasize that the Business Combination and related transactions are subject to various risks and uncertainties, including shareholder approval, regulatory approvals, market conditions, and the ability of contractual counterparties to fulfill their obligations. Forward-looking statements in the filings and press releases are accompanied by cautionary language and references to risk factors in the Soulpower IPO prospectus and future SEC filings.
Position Within the SPAC and Financial Sector
Based on its own descriptions, Soulpower Acquisition Corporation operates as a SPAC with a focus on financial sector opportunities. Its proposed combination with SWB LLC and the creation of a public holding company, SWB Holdings, are intended to result in a new public entity associated with SOUL WORLD BANK™ and related affiliates. The transaction structure, use of non-voting and voting share classes, and reliance on asset contributions and equity facilities reflect a SPAC-driven approach to bringing a new financial services platform and associated asset portfolio to the public markets.
Investors and observers analyzing SOUL as a stock can review the company’s NYSE listing information, its SPAC structure, and the detailed terms of the Business Combination Agreement as disclosed in multiple Form 8-K filings. These documents outline how existing Soulpower shareholders may receive Pubco securities, how SWB membership interests are to be exchanged, and how the combined company’s governance and capital structure are expected to function, subject to completion of the proposed transactions.
Key Considerations for SOUL Stock
For those researching SOUL stock, the available information indicates that Soulpower is in the process of pursuing a complex Business Combination that, if completed, would transition the public market vehicle from a SPAC to a holding company structure centered on SWB LLC and SOUL WORLD BANK™. The outcome of shareholder votes, regulatory reviews, and completion of asset contributions and financing agreements will shape the future profile of the entity associated with the SOUL ticker symbol. The company’s SEC filings and press releases are the primary sources for understanding these developments and the potential evolution of Soulpower’s business and capital structure.
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Short Interest History
Short interest in Soulpower Acquisition (SOUL) currently stands at 12.1 thousand shares, up 151.3% from the previous reporting period, representing 0.0% of the float. Over the past 12 months, short interest has increased by 122.2%. This relatively low short interest suggests limited bearish sentiment.
Days to Cover History
Days to cover for Soulpower Acquisition (SOUL) currently stands at 1.0 days. This low days-to-cover ratio indicates high liquidity, allowing short sellers to quickly exit positions if needed. The ratio has shown significant volatility over the period, ranging from 1.0 to 4.2 days.