Soulpower Acquisition (NYSE: SOUL) files 8-K/A on ELOC and registration rights

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 24, 2025

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,		10019
New York, NY
(Address of principal executive offices)		(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 (see General Instruction A.2. below):

☒	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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Soulpower Acquisition Corporation (the “SPAC”), filed December 1, 2025 (the “Original Report”), in which the SPAC reported, among other events, entry into the Business Combination Agreement (as defined in the Original Report) and related agreements.

This Amendment No. 1 is being filed solely for the purpose of updating certain items in the Original Report under Item 1.01 and Item 9.01. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.

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Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, contemporaneously with the execution of the business combination agreement (the “Business Combination Agreement”) on November 24, 2025 by and among the SPAC, SWB Holdings, a Cayman Islands exempted company (“Pubco”), SAC Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco, SWB Merger Sub LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of Pubco, and SWB LLC, a Cayman Islands limited liability company, CREO Investments LLC, a Delaware limited liability company (the “ELOC Investor”) entered into an ordinary share purchase agreement (the “ELOC Agreement”) and related registration rights agreement (the “ELOC Registration Rights Agreement”) with Pubco, which shall become effective upon the consummation of the transactions contemplated by the Business Combination Agreement.

The ELOC Agreement and ELOC Registration Rights Agreement are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Amendment No. 1, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of ELOC Agreement and ELOC Registration Rights Agreement and the terms of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1+†		ELOC Agreement, dated as of November 24, 2025
10.2+		ELOC Registration Rights Agreement, dated as of November 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
†	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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SIGNATURES

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 thereunto duly authorized.

Date: December 3, 2025	SOULPOWER ACQUISITION CORPORATION
	By:	/s/ Justin Lafazan
		Justin Lafazan
		Chief Executive Officer

FAQ

What did Soulpower Acquisition Corporation (SOUL) file in this 8-K/A?

Soulpower Acquisition Corporation filed Amendment No. 1 to a prior current report to update Item 1.01 and Item 9.01. The amendment adds detail and exhibits related to an ordinary share purchase agreement (the ELOC Agreement) and a registration rights agreement connected to its previously announced Business Combination Agreement with SWB LLC and Pubco.

What is the ELOC Agreement mentioned by Soulpower Acquisition (SOUL)?

The ELOC Agreement is an ordinary share purchase agreement dated November 24, 2025 between Pubco and CREO Investments LLC. It provides for Pubco to sell ordinary shares to CREO Investments LLC, and it is designed to become effective upon the consummation of the transactions contemplated by the Business Combination Agreement.

Who is the ELOC investor in Soulpower Acquisitions (SOUL) transaction?

The ELOC investor is CREO Investments LLC, a Delaware limited liability company. CREO Investments LLC entered into both the ELOC Agreement and a related registration rights agreement with Pubco in connection with the planned business combination.

When do the ELOC and registration rights agreements for SOUL become effective?

The ELOC Agreement and the ELOC Registration Rights Agreement between Pubco and CREO Investments LLC are structured to become effective upon the consummation of the transactions contemplated by the Business Combination Agreement dated November 24, 2025.

Does this 8-K/A change other information previously reported by Soulpower Acquisition (SOUL)?

No. The company states that this amendment is being filed solely to update certain items in the original report under Item 1.01 and Item 9.01. It does not amend any other item of the original report or provide an update on developments at Soulpower Acquisition Corporation or its subsidiaries after that filing date.

Where can investors find the full text of Soulpower Acquisitions ELOC-related agreements?

The ELOC Agreement and the ELOC Registration Rights Agreement, each dated as of November 24, 2025, are filed as Exhibits 10.1 and 10.2, respectively, to this amended report. The company notes that certain schedules and personally identifiable information have been omitted under Regulation S-K but can be provided to the SEC upon request.