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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): December 30, 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, 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 |
|
NYSE |
| Class
A ordinary shares, par value $0.0001 per share |
|
SOUL |
|
NYSE |
| 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 |
|
NYSE |
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 8.01.
Other Events.
As
previously disclosed, on November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted company (“Soulpower”),
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”). As a result of the transactions contemplated by the Business Combination Agreement,
including the Business Combination (collectively, the “Proposed Transactions”), Soulpower and the Company will each become
wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions
set forth in the Business Combination Agreement.
On
December 30, 2025, we and Pubco issued a joint press release announcing the confidential submission by Pubco of a Draft Registration
Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) on December 29, 2025, in connection with the Business
Combination Agreement and the Proposed Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Additional
Information about the Proposed Business Combination and Where to Find It
In
connection with the proposed business combination, Pubco and the Company intend to publicly file with the SEC a registration statement
on Form S-4, which will include a preliminary proxy statement of Soulpower and a prospectus with respect to Pubco’s securities
(the “Proxy Statement/Prospectus”), following completion of the SEC’s review of the confidential submission. After
the registration statement is declared effective, a definitive Proxy Statement/Prospectus will be mailed to Soulpower shareholders as
of a record date to be established for voting on the proposed transaction.
This
Current Report on Form 8-K does not contain all of the information that should be considered concerning the proposed transaction and
is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT,
THE PRELIMINARY AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC, as these documents
will contain important information about Soulpower, the Company, Pubco and the proposed business combination.
Once
available, investors and security holders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov
or by directing a request to: Soulpower Acquisition Corporation, SOUL@crescendo-ir.com.
Participants
in the Solicitation
Soulpower,
the Company, Pubco and their respective directors and executive officers may be deemed participants in the solicitation of proxies from
Soulpower’s shareholders in connection with the Proposed Transactions. Information regarding the names of such persons and their
interests in the Proposed Transactions will be included in the registration statement and Proxy Statement/Prospectus to be filed with
the SEC.
No
Offer or Solicitation
The
information contained in this Current Report on Form 8-K is for informational purposes only and is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions. This Current Report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or pursuant to an applicable exemption therefrom.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” with respect to Soulpower, the Company and Pubco. The expectations,
estimates, and projections of the businesses of Soulpower, the Company and Pubco may differ from their actual results and, consequently,
you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “anticipate,”
“intend,” “may,” “will,” “could,” “should,” “potential,” and
similar expressions are intended to identify such forward-looking statements.
These
forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts
of the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion
of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results and are subject, without limitation, to (i) known and unknown risks, including
the risks and uncertainties indicated from time to time in the Soulpower IPO Prospectus, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by Soulpower, the Company or Pubco, including, without limitation, the
registration statement on Form S-4; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Soulpower’s, the Company’s
or Pubco’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the
future. These forward-looking statements are neither statements of historical fact nor promises or guarantees of future performance.
Therefore, actual results may differ materially and adversely from those expressed or implied in any forward-looking statements, and
Soulpower, the Company and Pubco therefore caution against placing undue reliance on any of these forward-looking statements.
Factors
that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination the Business Combination Agreement (the “BCA”); (2) the outcome of any legal proceedings
that may be instituted against the parties following the announcement of the Business Combination and the BCA; (3) the inability to complete
the Business Combination, including due to the failure to obtain approval of the shareholders of Soulpower or other conditions to closing
the Business Combination; (4) the Company’s and Pubco’s ability to develop and manage their businesses, and the advantages
and expected growth of the Company and Pubco; (5) the cash position of the Company and Pubco following Closing; (6) the inability to
obtain or maintain the listing of Pubco’s securities on a stock exchange following the Closing; (7) the risk that the announcement
and pendency of the Business Combination disrupts the Company’s and Pubco’s current plans and operations; (8) the ability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability
of Pubco and the Company to develop and manage growth profitably and source and retain its key employees; (9) costs related to the Business
Combination; (10) changes in applicable laws and regulations or political and economic developments; (11) the possibility that Pubco
or the Company may be adversely affected by other economic, business and/or competitive factors; (12) Soulpower’s, the Company’s
and Pubco’s estimates of expenses and profitability; (13) the amount of redemptions by Soulpower’s public shareholders; (14)
the possibility that contractual counterparties that have committed to providing assets to the Company in connection with the Business
Combination may not fulfil their obligations to the Company or that the Company may determine to terminate such agreements due to additional
concerns identified in the Company’s diligence prior to the Closing or if the final independent third-party valuation of any such
assets are less than the Company’s valuation of such assets, (15) the possibility that asset managers and other service providers
to the Company may not fulfil their obligations following the Business Combination; (16) regulatory matters involving SOUL WORLD BANK
™ and the other businesses and operations to be conducted by Pubco following the Business Combination, and (17) other risks
and uncertainties included in the “Risk Factors” section of the Soulpower IPO Prospectus, the registration statement on Form
S-4 and other documents filed or to be filed with the SEC by Soulpower, the Company and Pubco. Many of these factors are outside of the
control of Soulpower, the Company, and Pubco and are difficult to predict. The foregoing list of factors is not exclusive. You should
not place undue reliance upon any forward-looking statements, which speak only as of the date made. Soulpower, the Company and Pubco
do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based,
except as required by law.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated December 30, 2025 |
| |
|
| 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:
December 30, 2025 |
|
|
