Soulpower Acquisition Corp. Files 8-K

TL;DR

Soulpower Acquisition Corp. filed an 8-K on 11/24/25 covering material agreements and equity sales.

AI Summary

Soulpower Acquisition Corp. filed an 8-K on November 24, 2025, reporting on a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial events for Soulpower Acquisition Corp., requiring investor attention.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting a material definitive agreement and unregistered sales of equity securities, without immediate indication of significant financial distress or major strategic shifts.

Key Players & Entities

• Soulpower Acquisition Corp. (company) — Registrant
• November 24, 2025 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation

FAQ

Key Financial Figures

• $0.0001 — ge Class A ordinary shares, par value $0.0001 per share SOUL New York Stock Excha
• $0.00001 — A non-voting ordinary shares, par value $0.00001 per share (" Pubco Class A Ordinary Sha
• $6.75 billion — mpany Net Asset Amount is approximately $6.75 billion based on the SWB Agreements that were e
• $8.1 billion — er Consideration would be approximately $8.1 billion. The Merger Consideration will be paid
• $10.00 — hares, each valued at Ten U.S. Dollars ($10.00) per share, with holders of Class A mem
• $100 million — agreements for an aggregate of at least $100 million in proceeds on such terms, conditions a
• $250 million — Agreements for at least an aggregate of $250 million in Company Net Asset Value have been co

Filing Documents

• form8-k.htm (8-K) — 134KB
• ex2-1.htm (EX-2.1) — 669KB
• ex10-1.htm (EX-10.1) — 67KB
• ex10-2.htm (EX-10.2) — 63KB
• ex10-3.htm (EX-10.3) — 58KB
• ex10-4.htm (EX-10.4) — 196KB
• 0001493152-25-025622.txt ( ) — 1579KB
• soul-20251124.xsd (EX-101.SCH) — 4KB
• soul-20251124_def.xml (EX-101.DEF) — 27KB
• soul-20251124_lab.xml (EX-101.LAB) — 37KB
• soul-20251124_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

Business

Business Combination Agreement On November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted company (" SPAC "), 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 "). 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. Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the " Closing "), (i) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the " SPAC Surviving Subsidiary ") and as a result of which SPAC shareholders will receive one share of Pubco Class A non-voting ordinary shares, par value $0.00001 per share (" Pubco Class A Ordinary Share "), for each SPAC Class A ordinary share, par value $0.0001 per share (a " SPAC Class A Ordinary Share "), held by such SPAC shareholder (the " SPAC Merger ") and (ii) the Company Merger Sub will merge with and into the Company with Company continuing as the surviving company (the " Company Surviving Subsidiary ") (such merger, the " Company Merger ", the Company Merger together with the SPAC Merger, the " Mergers " and the Mergers together with the other transactions contemplated by the Business Combination Agreement and the ancillary documents thereto, the " Transactions "), and holders of Company membership interests will receive ordinary shares of Pubco, as described below

View Full Filing

View this 8-K filing on SEC EDGAR