Soulpower Acquisition Corp. 8-K

What Happened Soulpower Acquisition Corporation (the SPAC) filed an 8-K on March 31, 2026 disclosing a First Amendment (dated March 26, 2026) to the Business Combination Agreement among the SPAC, SWB Holdings (Pubco), and SWB LLC (the Company) and their merger subsidiaries. The original Business Combination Agreement was signed on November 24, 2025; the amendment clarifies expense allocation, corrects a few transactional details, and narrows how certain banking-license related amounts are treated.

Key Details

• Amendment date: March 26, 2026; 8-K filed March 31, 2026 (press release attached as Exhibit 99.1).
• Expense allocation: each party will bear its own transaction expenses; the SPAC may advance funds to other parties as non‑interest bearing loans, repayable at closing or termination of the Business Combination Agreement.
• Corrections: scrivener errors fixed for allocation of the Merger Consideration and corrected the Company’s representation of outstanding Company Class V Units.
• BVI Banking License treatment: the definition of “Company Signing Net Asset Amount” was changed so amounts paid in connection with the BVI Banking License are limited to equity contributions only.

Why It Matters This amendment clarifies who pays for what during the deal process and creates short‑term repayment obligations to the SPAC via non‑interest loans if it advances transaction funds. The fixes to unit counts and consideration allocation could affect post‑closing ownership percentages and the final economics of the merger. Limiting banking‑license payments to equity only narrows potential cash payments tied to that license. Investors should note these are clarifications and technical fixes to the transaction documents disclosed in the 8-K and accompanying press release.