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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): November 24, 2025 (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, 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
7.01. Regulation FD Disclosure
Business
Combination Agreement
On
November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted company (“SPAC” or “Soulpower”),
issued a press release (the “Press Release”) announcing that on November 24, 2025, SPAC entered into a business combination
agreement (the “BCA”) with SWB LLC, a Cayman Islands limited liability company (the “Company” or
“SWB”), and certain other parties named therein, including a newly formed Cayman Islands exempted holding company,
SWB Holdings (“Pubco”), pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”),
SPAC and the Company will merge with wholly-owned subsidiaries of Pubco and become wholly-owned subsidiaries of Pubco, with the securityholders
of SPAC receiving non-voting Class A ordinary shares of Pubco and the members of the Company receiving a mix of non-voting Class A ordinary
shares of Pubco and voting Class V ordinary shares of Pubco. Justin Lafazan, the CEO of Soulpower and the founder and managing member
of SWB, will become the Chairman of the Board and CEO of Pubco following the Closing, and will indirectly control the Class V ordinary
shares of Pubco, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC. The combined public company plans
to launch as a licensed international financial institution under the name SOUL WORLD BANKTM with diverse financial lines,
including a stablecoin-denominated AI bank offering yield for depositors through tokenized assets.
Prior
to or simultaneously with the execution of the BCA, SWB entered into binding agreements for contributions to SWB of assets valued by
SWB at approximately $6.75 Billion (net of debt incurred or cash consideration payments) in exchange for new non-voting SWB membership
interests, with such contributions to occur immediately prior to the Closing. Under the BCA, SWB will go public at a pre-money transaction
based on the assets contributed to SWB prior to the Closing, which based on the commitments signed at the time of the signing of the
BCA, would represent a pre-money transaction value for SWB of approximately $8.1 Billion, and subject to potential increase prior to
the Closing if SWB enters into additional binding commitments for contributions for additional assets and consummates such contributions
prior to the Closing.
The
Press Release also announced that the new Pubco has entered into a $5 Billion committed equity facility (the “ELOC”)
through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the “Investor”),
pursuant to which the Investor would provide an equity line of credit of up to $5 Billion to Pubco post-Closing, subject to a resale
registration statement with the Securities and Exchange Commission (the “SEC”), among other conditions.
There
can be no assurance that the transactions contemplated by the BCA (the “Business Combination”) or ELOC will occur
as planned or at all. SPAC intends to file a Current Report on Form 8-K with a detailed description of the BCA within four business days
of entry into the BCA with the SEC. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this
“Form 8-K”).
The
information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
In
connection with the transaction, Pubco, SPAC and SWB will prepare and file a registration statement (“Registration Statement”)
with the SEC, which will include a preliminary proxy statement of Soulpower and a preliminary prospectus of Pubco with respect to the
securities to be offered to Soulpower shareholders and others in the Business Combination. After the Registration Statement is declared
effective, Soulpower will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for
voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus contained therein, will contain
important information about the Business Combination and the other matters to be voted upon at an extraordinary general meeting of Soulpower’s
shareholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business
Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of
such matters. Soulpower, SWB and Pubco may also file other documents with the SEC regarding the Business Combination. Soulpower’s
shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary
proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents
filed in connection with the Business Combination, as these materials will contain important information about Soulpower, SWB, Pubco,
the BCA and the Business Combination. The documents filed by Soulpower, SWB, and Pubco with the SEC also may be obtained free of charge
upon written request to Soulpower at SOUL@crescendo-ir.com.
Participants
in the Solicitation
SPAC,
SWB, Pubco and their respective directors, executive officers, certain of their shareholders and other members of management and employees
may be deemed under SEC rules to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with
the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination
and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC. Additional information
regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s
shareholders in connection with the Business Combination, including the names and interests of Pubco’s directors and executive
officers, will be set forth in the Registration Statement, which is expected to be filed by Pubco and SPAC with the SEC. Investors and
other interested parties may obtain free copies of these documents as described above.
No
Offer or Solicitation
Soulpower,
SWB, and Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies of Soulpower’s shareholders in connection with the Business Combination.
Investors and other interested persons may obtain more detailed information regarding the names, affiliations and interests of Soulpower’s
directors and officers in Soulpower’s final prospectus filed with the SEC on April 3, 2025 (the “Soulpower IPO Prospectus”),
its reports on Form 8-K filed with the SEC on April 4, 2025 and on November 24, 2025, its Quarterly Report on Form 10-Q for the period
ended June 30, 2025, filed with the SEC on August 14 , 2025 and its Quarterly Report on Form 10-Q for the period ended September 30,
2025, filed with the SEC on November 13, 2025. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies to Soulpower’s shareholders in connection with the Business Combination will be set forth in the Registration
Statement when available. Information concerning the interests of Soulpower’s SWB’s, and Pubco’s participants in the
solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the
Registration Statement when it becomes available.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” with respect to Soulpower, SWB and Pubco. The expectations,
estimates, and projections of the businesses of Soulpower, SWB 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 to, without limitation, (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, SWB or Pubco, including, without limitation, the Registration
Statement; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Soulpower’s, SWB’s or Pubco’s’s
control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They 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, SWB and Pubco therefore caution against
placing undue reliance on any of these forward-looking statements.
Many
of these factors are outside of the control of Soulpower, SWB, and Pubco and are difficult to predict. 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 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) SWB’s and Pubco’s ability to develop
and manage their businesses, and the advantages and expected growth of SWB and Pubco; (5) the cash position of SWB and Pubco following
Closing; (6) the inability to obtain or maintain the listing of Pubco’s securities on a stock exchange following the closing of
the Business Combination; (7) the risk that the announcement and pendency of the Business Combination disrupts SWB’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 SWB 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 SWB may be adversely affected by other economic, business and/or competitive factors; (12) Soulpower’s,
SWB’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 SWB in connection with the Business Combination
may not fulfill their obligations to SWB or that SWB may determine to terminate such agreements due to additional concerns identified
in SWB’s diligence prior to the Closing or if the final independent third-party valuation of any such assets are less than SWB’s
valuation of such assets, (15) the possibility that asset managers and other service providers to SWB may not fulfill their obligations
following the Business Combination; (16) regulatory matters involving SOUL WORLD BANKTM 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 and other documents filed or to be filed with the SEC by Soulpower,
SWB and Pubco. 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, SWB 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.
No
Offer or Solicitation
This
Form 8-K does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the
transaction. This Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will
there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated November 24, 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:
November 24, 2025 |
|
|
