Soulpower Acquisition Corp SEC Filings

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.

Soulpower Acquisition Corporation filed an amended current report to update disclosure around its planned business combination. The company explains that, as previously disclosed, on November 24, 2025 it entered into a Business Combination Agreement involving a new Cayman Islands holding company, Pubco, and related merger subsidiaries for a transaction with SWB LLC.

At the same time, CREO Investments LLC entered into an ordinary share purchase agreement (the ELOC Agreement) and a related registration rights agreement with Pubco. These agreements are intended to become effective when the business combination closes and are now formally included as Exhibits 10.1 and 10.2 to this amended report. The amendment is limited to updating Items 1.01 and 9.01 and does not change any other disclosures from the original report.

Soulpower Acquisition Corporation announced a definitive business combination agreement with Cayman-based SWB LLC to create a new publicly traded holding company, Pubco. At closing, each SPAC Class A ordinary share will convert into one non-voting Pubco Class A ordinary share, and each SPAC right will convert into one-tenth of a Pubco Class A ordinary share.

The merger values SWB based on a “Company Net Asset Amount” that was approximately $6.75 billion as of the signing date, implying total merger consideration of about $8.1 billion, all in Pubco shares priced at $10.00 per share. Company Class A unit holders will receive Pubco Class A shares, while Company Class V unit holders will receive voting Pubco Class V shares, which are convertible into Class A shares and will be held by an affiliate of SWB’s founder and CEO.

The deal is conditioned on completing at least $250 million of asset contributions, obtaining SPAC shareholder approval, listing Pubco Class A shares on a major U.S. exchange, and securing transaction financing. Pubco also entered into an equity line (ELOC) giving it the right to sell up to $250 million of Pubco Class A shares to CREO Investments, potentially increaseable to $5 billion, and will issue $2.5 million of Pubco Class A shares as commitment consideration.

Soulpower Acquisition Corporation announced it has signed a business combination agreement to merge with SWB LLC into a new holding company, SWB Holdings (Pubco), which plans to operate as SOUL WORLD BANKTM. SWB has binding agreements for asset contributions that it values at about $6.75 billion, supporting an expected pre-money transaction value of roughly $8.1 billion for SWB before the merger closes. Pubco has also entered into a committed equity facility of up to $5 billion in non-voting Class A ordinary shares with CREO Investments LLC, providing a potential post-closing equity line of credit, subject to a resale registration statement and other conditions. The structure will give SWB members voting Class V ordinary shares of Pubco, while SPAC securityholders will receive non-voting Class A shares, with Soulpower CEO and SWB founder Justin Lafazan expected to become Pubco’s Chairman and CEO and indirectly control all voting shares after closing.

Soulpower Acquisition Corporation announced that it entered into a business combination agreement with SWB LLC and a new holding company, SWB Holdings (Pubco). At closing, Soulpower and SWB will each merge into Pubco subsidiaries, becoming wholly owned by Pubco. Soulpower securityholders are expected to receive non-voting Class A ordinary shares of Pubco, while SWB members will receive a mix of non-voting Class A and voting Class V ordinary shares.

SWB has binding agreements for contributions of assets that it values at about $6.75 billion, supporting a pre-money transaction value of approximately $8.1 billion for SWB, which may increase if additional asset commitments close before the merger. Pubco also entered into a committed equity facility of up to $5 billion with CREO Investments LLC for non-voting Class A ordinary shares after the merger, subject to a resale registration statement and other conditions. Following closing, Pubco plans to operate as SOUL WORLD BANKTM, a licensed international financial institution with offerings that include a stablecoin-denominated AI bank using tokenized assets.

Bank of Montreal and affiliates filed a Schedule 13G reporting beneficial ownership of 1,299,300 Class A ordinary shares of Soulpower Acquisition Corp., representing 5.07%.

The filing lists Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. as reporting persons. As of the event date 09/30/2025, they report 999,300 shares with sole voting and dispositive power and 300,000 shares with shared voting and dispositive power.

The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Certain securities are held in the ordinary course by the reporting person acting as prime broker on behalf of clients who may direct receipt of dividends or sale proceeds.

Soulpower Acquisition Corporation filed its quarterly report for the period ended September 30, 2025. The SPAC completed its IPO on April 3, 2025, selling 25,000,000 units at $10.00 each and placing $250,000,000 into a trust; the trust balance was $255,158,518 at quarter end with interest. It also sold 620,000 private placement units for $6,200,000. Each unit includes one Class A share and a right to receive one-tenth of a Class A share upon a business combination.

The company reported Q3 net income of $2,242,863, driven by $2,638,202 of interest on the trust, partially offset by $401,940 of operating costs. For the nine months, net income was $4,200,259 on $5,158,518 of trust interest and $971,539 of operating costs. Basic and diluted EPS were $0.07 for both Class A and Class B in Q3.

As of September 30, 2025, cash outside the trust was $384,848 with working capital of $520,931. A deferred underwriting fee of $8,800,000 is payable only upon completing a business combination. Class A shares subject to possible redemption reflect 25,000,000 shares at a redemption value of $10.21 per share. As of November 12, 2025, there were 25,620,000 Class A and 8,333,333 Class B shares outstanding.

Barclays PLC filed a Schedule 13G disclosing beneficial ownership of 1,712,291 shares of SOULPOWER ACQUISITION CO-A common stock, representing 6.68% of the class. The filing reports sole voting power and sole dispositive power over 1,712,291 shares, with the Date of Event listed as 09/30/2025.

Barclays is identified as a parent holding company (HC), with Barclays Bank PLC named as the relevant subsidiary. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.