8-K - Soulpower Acquisition Corp. | StockGist

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Soulpower Acquisition Corp. amended its November 2025 Business Combination Agreement with SWB Holdings and SWB LLC on March 26, 2026, clarifying expense payments, correcting errors, and supporting adjusted asset contributions including a Uruguay Iron Mine.

Key Takeaways

1SPAC, Pubco, and Company executed First Amendment to BCA on March 26, 2026, filed as Exhibit 2.1.

2SPAC to advance transaction expenses to Company Entities as interest-free loans, repayable at closing or termination.

3Corrected Company Class V Units outstanding from 2,500 to 250,000 and Merger Consideration allocations.

4Revised Company Signing Net Asset Amount to limit BVI Banking License to equity payments only.

5Press release announces Uruguay Iron Mine addition post-closing with pro forma valuation of $8.5 billion at $10/share assuming no redemptions.

6Business Combination expected to close late Q2 or Q3 2026, subject to shareholder approval and conditions.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement.** As previously disclosed, on November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted comp

Material Agreement

7.01

. Regulation FD Disclosure** On March 31, 2026, the SPAC and Pubco issued a joint press release announcing the BCA Amendment in connection with the Proposed Tra

Regulation Fd

9.01

. Financial Statements and Exhibits.** (d) Exhibits. | Exhibit No. | | Description | |---|---|---| | 2.1 | | First Amendment to the Business Combination Agreeme

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: First Amendment to the Business Combination Agreement
Parties: Soulpower Acquisition Corporation (SPAC), SWB Holdings (Pubco), SWB LLC (Company)

•SPAC advances funds to Company Entities for transaction expenses as non-interest bearing loans, repayable at closing or termination
•Corrected allocation of Merger Consideration to distinguish Class A and Class V Units
•Corrected Company Class V Units outstanding to 250,000
•Revised definition of Company Signing Net Asset Amount to include only equity paid for BVI Banking License
•No adjustment to Company Net Asset Amount or Merger Consideration for repayment of Company Expense Loans

Exhibits (3)

2.1

EX-2.1

8-K

99.1

EX-99.1