SOUL · Soulpower Acquisition Corp.

The First Amendment to the Business Combination Agreement, effective March 26, 2026, addresses critical operational and representational issues in the original November 24, 2025 agreement involving Soulpower Acquisition Corporation (SPAC), SWB Holdings (Pubco), and SWB LLC (Company), along with merger subsidiaries. Key changes include restructuring transaction expense handling, where SPAC provides interest-free advances to cover Company Entities' costs, ensuring repayment without impacting merger consideration calculations. This clarifies financial responsibilities and prevents disputes over expense allocations. Corrections to scrivener's errors in merger consideration distribution now properly differentiate Class A Pro Rata Share and Class V Pro Rata Share, aligning with accurate unit classifications, notably increasing disclosed Company Class V Units from 2,500 to 250,000. The amendment to the Company Signing Net Asset Amount limits BVI Banking License valuation to equity contributions, refining asset contribution mechanics amid adjustments like adding a Uruguay Iron Mine acquisition post-closing. The joint press release highlights a pro forma combined company valuation of approximately $8.5 billion based on $10 per Pubco share, assuming no SPAC shareholder redemptions, with closing anticipated in late Q2 or Q3 2026 pending approvals. These updates, unanimously approved by SPAC's board and special committee, enhance transaction clarity and support revised asset strategies, reducing execution risks for investors while maintaining the path to listing Pubco's shares on NYSE under SOUL.