🧾 What This Document Is

This is an 8-K filing with an attached amendment to a major deal. Soulpower (a SPAC, or "blank check" company) is merging with SWB LLC to create a new public company called SWB Holdings (Pubco), which will operate as "SOUL WORLD BANK™." This filing amends their original merger agreement from November 2025.

👉 In simple terms: The two sides are tweaking the rules of their merger deal before finalizing it. Think of it as adjusting the terms on a house purchase after the initial contract is signed.

🏢 What The Company Does

Soulpower (ticker: SOUL) is a financials-focused SPAC. It raised $250 million in its IPO to acquire or merge with a financial company.

SWB LLC is a newly formed company planning to launch SOUL WORLD BANK™, an international bank based in the British Virgin Islands (BVI). It's controlled by the Lafazan Brothers.

👉 The goal is to combine them, creating a publicly-traded bank holding company (Pubco) with a diverse asset portfolio.

🔑 Key Changes in the Amendment

The amendment makes four main tweaks to the original deal:

How Expenses are Paid: Soulpower will now give SWB interest-free loans to cover its transaction costs (like legal and banking fees). This loan is due back to Soulpower when the deal closes (or if it's terminated). It won't affect the final merger price.
Clarifying Who Gets Paid: The language was fixed to specify that holders of different types of company units (Class A and Class V) will get their specific shares of the merger payout.
Correcting a Number: A typo was fixed regarding the number of "Class V Units" outstanding—it’s actually 250,000, not 2,500.
Valuing the Banking License: The way the value of the BVI banking license is calculated for the deal's net asset formula was adjusted. Only the equity paid for it will count.

🚀 A Major New Asset: Uruguay Iron Mine

A big surprise in the press release! SWB is adding a significant new asset to the mix.

Post-merger, SWB is expected to acquire companies holding exclusive mining rights for four high-grade iron projects in Uruguay. These projects hold an estimated 1,170 million tons of iron ore material. The deal will be amended again to include this.

👉 This fundamentally changes the company's profile from just a fintech startup to a combination of a bank and a resource holder.

💰 The New $8.5 Billion Valuation

Based on the revised deal, the combined company's pro-forma valuation is expected to be ~$8.5 billion.

This calculation assumes:

The merged company's shares are valued at $10.00 each.
No shareholders of the Soulpower SPAC redeem their shares (ask for their money back from the trust account).

📅 What's Next & Timeline

The deal is progressing, but not finished yet.

Q2 2026: A full registration statement (Form S-4) will be filed publicly with the SEC.
Late Q2 / Q3 2026: The merger is expected to close, pending shareholder approval and other conditions.
The stock will continue to trade under SOUL until the merger closes, after which the new company will list under the same symbol.

⚖️ Strengths & Risks

👍 Strengths:

Clear Roadmap: The path to becoming a public company with a defined timeline.
Asset Backing: The combined entity plans to launch with a large portfolio of assets, including the newly added iron mine, designed to provide stability.
Financial Focus: The SPAC is targeting the financial sector, a defined industry.

⚠️ Risks:

Regulatory Hurdles: The SOUL WORLD BANK™ banking license is still pending approval from BVI regulators and courts. This is a make-or-break condition.
Deal Uncertainty: The merger still needs shareholder votes and can be terminated if conditions aren't met.
Complex Structure: The company involves a new bank, a mining asset, and complex financial engineering ("asset tokenization"), which adds operational complexity.
Redemption Risk: If many Soulpower shareholders redeem their shares, it could reduce the cash available to the combined company.

🧠 The Analogy

Imagine two people agreeing to build a house together. This document is them revisiting the blueprints after the initial agreement. They're clarifying who pays for the architect (the expense loans), fixing a typo in the number of bedrooms (the unit correction), and, surprise, deciding to also buy the vacant lot next door (the iron mine) to add to the property. The overall project value is now much higher, but they still need the bank to approve the final construction loan (the banking license).

📇 Key Contacts & People

Investor Relations Contact: [email protected]

Company Leadership:

Justin Lafazan, Chairman & CEO (of Pubco and SWB LLC)
Email: [email protected]
Frank Candio, Director and Chairman of Special Committee (signed for Soulpower)

🧩 Final Takeaway

Soulpower's merger to create a combined banking and mining company (valued at ~$8.5 billion) is moving forward with key financial clarifications and the surprise addition of a major Uruguayan iron ore asset. The next critical milestone is gaining regulatory approval for its banking license before the deal can close later in 2026.

Soulpower Acquisition Corp. — 8-K Filing