Soulpower Acquisition Corp. 8-K

What Happened Soulpower Acquisition Corporation (Soulpower) announced that it and SWB LLC (the Company) entered into a Business Combination Agreement with SWB Holdings (Pubco) and certain merger subsidiaries on November 24, 2025. As contemplated by that agreement, Soulpower and the Company would become wholly‑owned subsidiaries of Pubco and Pubco would become a publicly traded company upon closing. On December 29, 2025 Pubco confidentially submitted a Draft Registration Statement on Form S‑4 to the SEC in connection with the proposed transaction; Soulpower and Pubco issued a joint press release about the submission on December 30, 2025 (Exhibit 99.1 to the 8‑K).

Key Details

• Business Combination Agreement executed November 24, 2025 among Soulpower, Pubco (SWB Holdings) and related merger subsidiaries.
• Pubco confidentially submitted a Draft Form S‑4 to the SEC on December 29, 2025; joint press release issued December 30, 2025 (Exhibit 99.1).
• The Form S‑4 will include a preliminary proxy statement for Soulpower shareholders and a prospectus for Pubco securities; a definitive proxy/prospectus will be mailed after SEC review and effectiveness.
• The filing reiterates standard cautions: closing is subject to conditions (including shareholder approvals), SEC review, potential redemptions, regulatory and other risks.

Why It Matters This 8‑K signals that Soulpower is moving forward with a SPAC business combination that would take Pubco public and make Soulpower and SWB LLC subsidiaries of the new public company if the deal closes. Investors should not assume the deal is final — completion depends on SEC review, shareholder votes and other closing conditions, and the filing lists multiple risk factors (including possible redemptions and regulatory or legal issues). Before making any voting or investment decisions, retail investors should read the Form S‑4/Proxy Statement and related documents when they become available (copies will be available free at sec.gov or via Soulpower@crescendo‑ir.com).