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 |
|
|
