🧾 What This Document Is

This is an amendment to a merger agreement. Think of it like a "change order" for a major deal that's already been signed. Soulpower (a SPAC) is combining with SWB LLC to form a new public company (Pubco) that will run "SOUL WORLD BANK." This filing, a Form 425, is a "filing of prospectus-related information" used to communicate material facts to shareholders about the proposed deal.

👉 Why it matters: Amending a deal mid-process signals that negotiations are active and details are being fine-tuned. It doesn't mean the deal is falling apart; it means the terms are being finalized before the final vote.

🏢 What The Company Does

In simple terms, Soulpower is a SPAC (Special Purpose Acquisition Company), which is a "blank check" company that went public to find a private business to merge with. SWB LLC is the private company they are merging with.

• Soulpower (SOUL): A financials-focused SPAC that raised $250 million in its IPO in April 2025.
• SWB LLC / SOUL WORLD BANK™: A newly formed company applying for a banking license in the British Virgin Islands. It plans to offer international financial services and hold a large portfolio of assets, with ideas about asset tokenization.
• Pubco (SWB Holdings): A new holding company created to be the publicly traded entity after the merger, holding SWB LLC and its assets.

👉 The goal: After the merger, the new public company (Pubco) will trade on the NYSE under the same ticker: SOUL.

🚀 Key Changes in the Amendment

This amendment ("BCA Amendment") makes four main technical tweaks to the original November 2025 agreement:

1. How Expenses Are Paid: The deal now clarifies that Soulpower will pay the merger costs for the SWB side as an interest-free loan. This loan must be repaid if the deal closes or if it falls apart.
2. Fixing Who Gets Paid: The wording was corrected to specify that holders of different types of company units (Class A vs. Class V) get their proportional share of the merger payout.
3. Correcting a Number: A representation about the number of SWB Class V units was off. It’s being corrected from 2,500 to 250,000. This is a significant fix to the cap table.
4. Valuing a Banking License: The value attributed to the BVI banking license is now limited to only the equity paid for it, not other potential costs.

📦 What's Being Added & Removed (Assets)

A major update in the press release is a change to the asset contributions going into the new company.

• Added: Uruguay Iron Mine: Right after the merger closes, the new company expects to acquire two Uruguayan companies that hold mining rights to four high-grade iron projects. They contain an estimated ~1,170 million tons of material. A further amendment will be needed to include this.
• Removed: Other Assets: Some originally planned assets are being excluded from the initial contribution. The new company might acquire them later.

👉 Why it matters: This significantly changes the profile of the company being taken public. It’s now not just a financial services startup but also a resource play with a large mining asset.

💰 Financial Picture & Timeline

• Pro Forma Valuation: The combined company is now expected to have a valuation of approximately $8.5 billion. This estimate assumes a $10.00 per share value and no redemptions from Soulpower's trust account.
• New Timeline: The merger is now expected to close in late Q2 or Q3 of 2026. Previously, a firm date wasn't set.
• Key Upcoming Step: The official registration statement (Form S-4) is planned to be filed publicly with the SEC in Q2 2026. This will contain the full details for shareholders to review.

⚖️ Strengths & Risks

👍 Strengths / Positives:

• The deal is moving forward with updates, showing active progress.
• The new Uruguay Iron Mine asset adds tangible, resource-based value to the deal story.
• The $8.5 billion valuation is a clear benchmark for investors.

⚠️ Risks / Considerations:

• The timeline has pushed out, which always carries uncertainty.
• The deal is still pending regulatory approval (especially for the BVI banking license) and a shareholder vote.
• The value is based on no redemptions, but SPAC shareholders can choose to redeem their shares, which could reduce the cash available.
• SWB is a newly formed entity, so execution is a key risk.

🧠 The Analogy

Imagine two people agreed to build a house together (the original merger). Now, before construction starts, they're revising the blueprint. They've decided to swap out some planned marble countertops for a cheaper material (removing some assets) but are adding a brand new, valuable garage and workshop (the iron mine). They're also clarifying who pays the architect's bills. The project is still on, but the final house looks a bit different and will be finished a few months later than first thought.

📇 Key Contacts & People

• Justin Lafazan: CEO of both Pubco (SWB Holdings) and SWB LLC. Also the managing member of The Lafazan Brothers LLC, which controls SWB LLC.
  • Email: [email protected]
• Frank Candio: Director and Chairman of the Special Committee of Soulpower Acquisition Corp.
• Investor Relations Contact for Soulpower:
  • Email: [email protected]

🧩 Final Takeaway

This filing is about fine-tuning and adding a major new asset to an ongoing SPAC merger deal. The core plan to launch a public international bank remains, but it's now joined by a large iron mine resource, and the closing timeline has shifted to the second half of 2026. Shareholders should watch for the official proxy statement to review all the final terms.