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): August 28, 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.
On
August 28, 2026, Soulpower Acquisition Corporation (the “Company”), SWB Holdings, a Cayman Islands exempted company (“Pubco”),
and SWB LLC, a Cayman Islands limited liability company (“SWB”), entered into a Second Amendment (the “Second Amendment”)
to that certain Business Combination Agreement, dated November 24, 2025 (as amended by the First Amendment to Business Combination Agreement
dated March 26, 2026, and as further amended, the “Business Combination Agreement”), by and among the Company, Pubco,
SWB and the other parties thereto.
The
Second Amendment makes the following key changes to the Business Combination Agreement: (a) it amends the structuring of
certain contribution agreements, including revising the treatment of the Uruguay Contribution Agreement to acknowledge the applicable
contribution after Closing in exchange for $5,000,000 in cash and the potential issuance of Pubco Class A Ordinary Shares upon meeting
certain milestones and earnout targets after the contribution; (b) it revises the Merger Consideration formula in Section
1.11 to (i) account for the Class V Merger Consideration being increased by the amount of the Uruguay contributions even though the
Uruguay contribution will occur after the Closing and (ii) to allocate the shares being issued to the contributor Carident AG that are
subject to a put option under the Contribution Agreement with Carident AG solely to Carident AG and to remove those shares from being
included in the Class V Merger Consideration; (c) it revises the definition of Company Net Asset Amount to clarify the
treatment of assumed debt and also to account for the fact that all intended Contribution Agreements have been signed; (d) it removes
the interim covenants for Additional Contribution Agreements, revises the related closing condition for Contribution Agreements and makes
other conforming changes to account for the fact that all intended Contribution Agreements have been signed; ; (e) it extends the
Outside Date from the nine (9) month anniversary of the Signing Date to April 2, 2027; and (f) it makes other conforming amendments
throughout the Business Combination Agreement.
The
foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated herein by reference. 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 (including the Second Amendment).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1* |
|
Second Amendment to Business Combination Agreement, dated August 28, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules
to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The
Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and
schedules upon its request. |
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:
September 3, 2026 |
|
|
