🧾 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:

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.
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.
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.
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.

Soulpower Acquisition Corp. — 425 Filing