Soulpower Acquisition Corp. SEC Filings

Soulpower Acquisition Corporation reported that director Ty Sagalow resigned from its board of directors, effective March 23, 2026. The company stated that his resignation did not result from any disagreement regarding operations, policies or practices. Soulpower publicly thanked Mr. Sagalow for his service and contributions to the board.

Soulpower Acquisition Corporation entered into two unsecured promissory notes with Soulpower Management LLC to fund working capital. The first, an A Note of up to $785,000, carries a flat 22% interest rate due at maturity and may be prepaid without penalty; $745,000 has been advanced. The second, a B Note of up to $2,500,000, bears no interest and will be automatically forgiven in full if the company consummates its initial business combination; about $1,212,050 has been advanced. Both notes are not convertible into securities and include customary events of default. The lender is affiliated with the company’s sponsor and key directors, making these related-party financing arrangements.

Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed Amendment No. 1 to a Schedule 13G reporting its passive ownership in Soulpower Acquisition Corporation.

HOOPP beneficially owns 650,000 Class A ordinary shares, representing 2.5% of the class, with sole voting and dispositive power over all these shares. The percentage is based on 25,620,000 Class A shares outstanding as of November 12, 2025. HOOPP certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Bank of Montreal and affiliates report a 3.94% stake in Soulpower Acquisition Corp.’s Class A ordinary shares. The group discloses beneficial ownership of 1,012,200 shares with sole voting and dispositive power.

The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Soulpower Acquisition Corp. The reporting persons also note that they are not admitting membership in any group for control purposes.

Wolverine Asset Management and affiliates report a significant stake in Soulpower Acquisition Corporation. They beneficially own 1,285,474 Class A ordinary shares, representing 5.02% of the class.

The percentage is based on 25,620,000 ordinary shares outstanding as of November 12, 2025, according to Soulpower’s Form 10-Q. Voting and investment power over these shares is shared among Wolverine Asset Management, Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick. The position is certified as held in the ordinary course of business and not for influencing control. Wolverine Flagship Fund Trading Limited is entitled to dividends and sale proceeds from these shares.

Soulpower Acquisition Corporation describes progress on its proposed business combination with SWB LLC, under which both Soulpower and the operating company would become wholly owned by a new holding company, SWB Holdings (Pubco), which is expected to be publicly traded.

The update explains that on December 29, 2025, Pubco confidentially submitted a draft registration statement to the SEC related to the transaction, and on December 30, 2025, Soulpower and Pubco issued a joint press release about this step. After the SEC review is completed and the registration is declared effective, Soulpower shareholders will receive a proxy and prospectus to vote on the deal.

The filing emphasizes that it is not an offer to sell securities, and it includes extensive cautionary language about forward-looking statements, highlighting multiple risks that could delay, alter, or prevent completion of the business combination or its expected benefits.

Soulpower Acquisition Corporation reported that Pubco, the holding company for its planned merger with SWB LLC, has confidentially submitted a draft registration statement on Form S-4 to the SEC on December 29, 2025. This filing is a key step toward completing the previously announced business combination under the Business Combination Agreement, through which Soulpower and the Company would become wholly owned subsidiaries of Pubco, which is expected to be publicly traded.

After SEC review, Pubco and the Company plan to publicly file the S-4, which will include a proxy statement for Soulpower shareholders and a prospectus for Pubco’s securities. A definitive proxy statement/prospectus will be mailed to shareholders as of a record date to be set for voting on the proposed transaction. The disclosure also highlights numerous forward-looking risks, including potential termination of the agreement, shareholder approvals, redemptions, regulatory matters, listing status of Pubco’s securities, and the ability to realize anticipated benefits from the business combination.

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.

Soulpower Acquisition Corporation announced a definitive business combination agreement with Cayman-based SWB LLC to create a new publicly traded holding company, Pubco. At closing, each SPAC Class A ordinary share will convert into one non-voting Pubco Class A ordinary share, and each SPAC right will convert into one-tenth of a Pubco Class A ordinary share.

The merger values SWB based on a “Company Net Asset Amount” that was approximately $6.75 billion as of the signing date, implying total merger consideration of about $8.1 billion, all in Pubco shares priced at $10.00 per share. Company Class A unit holders will receive Pubco Class A shares, while Company Class V unit holders will receive voting Pubco Class V shares, which are convertible into Class A shares and will be held by an affiliate of SWB’s founder and CEO.

The deal is conditioned on completing at least $250 million of asset contributions, obtaining SPAC shareholder approval, listing Pubco Class A shares on a major U.S. exchange, and securing transaction financing. Pubco also entered into an equity line (ELOC) giving it the right to sell up to $250 million of Pubco Class A shares to CREO Investments, potentially increaseable to $5 billion, and will issue $2.5 million of Pubco Class A shares as commitment consideration.