Soulpower Acquisition Corp. Amends Business Combination Agreement

What Happened Soulpower Acquisition Corp. (SOUL) announced on August 28, 2026 that it and counterparties SWB Holdings (Pubco) and SWB LLC entered into a Second Amendment to their Business Combination Agreement (originally dated November 24, 2025). The amendment revises how certain contribution agreements are structured, adjusts the merger consideration formula, clarifies the Company Net Asset Amount calculation, removes interim covenants for additional contribution agreements, and extends the Outside Date to April 2, 2027. A copy of the Second Amendment is filed as Exhibit 2.1 in the 8-K.

Key Details

• Uruguay contribution: the Uruguay Contribution Agreement will occur after Closing in exchange for $5,000,000 in cash and potential issuance of Pubco Class A Ordinary Shares contingent on post-closing milestones/earnouts.
• Merger Consideration: Section 1.11 was revised to (i) increase Class V Merger Consideration by the amount of the Uruguay contributions despite the post-closing timing, and (ii) allocate shares subject to a put option under Carident AG’s Contribution Agreement solely to Carident AG, removing those shares from Class V.
• Net assets and agreements: the definition of Company Net Asset Amount was clarified to address assumed debt and to reflect that all intended Contribution Agreements have now been signed; interim covenants and related closing conditions for additional contributions were removed or revised.
• Timeline: the Outside Date to complete the transaction was extended from nine months after the Signing Date to April 2, 2027.

Why It Matters These amendments change how post-closing contributions and consideration are treated, which can affect the mix and timing of consideration received by parties to the merger and the allocation of shares. Extending the Outside Date gives the parties more time to close the business combination. For investors, the changes are procedural and structural to the merger agreement rather than new financial results, but they may influence the timing of the transaction and the ultimate ownership/earnout outcomes for contributors.