Soulpower Acquisition Corp. announces ~$8.1B business combination with SWB LLC

Soulpower Acquisition Corp.

Business Combination Agreement signed Nov 24, 2025; Company net asset amount ~$6.75B, Merger Consideration ~$8.1B.
SPAC shareholders receive 1 Pubco Class A non-voting share per SPAC share; SPAC rights convert to 1/10 Pubco Class A share.
Company to acquire real estate/mineral rights assets, BVI banking license from Bank of Asia, and advisory deal with Animoca.
Conditions include at least $250M in Contribution Agreements closed, $100M PIPE, $50M ELOC, and shareholder approval.
No termination fees; SPAC bears all deal expenses; Pubco board to be designated by Company as 'controlled company'.

item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

Soulpower Acquisition Corp. issued common stock.

Security: common stock

Exact text from the filing

The securities of Pubco that may be issued in connection with the ELOC Agreement at Closing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Soulpower Acquisition Corp. entered into Business Combination Agreement with SWB LLC (effective 2025-11-24).

Action: entry
Agreement: merger
Counterparty: SWB LLC
Effective: 2025-11-24

Exact text from the filing

On November 24, 2025, Soulpower Acquisition Corporation, a Cayman Islands exempted company (“ SPAC ”), SWB Holdings, a Cayman Islands exempted company (“ Pubco ”), SAC Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), SWB Merger Sub LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of Pubco (“ Company Merger Sub ” and together with SPAC Merger Sub, the “ Merger Subs ”), and SWB LLC, a Cayman Islands limited liability company (the “ Company ”) entered into a business combination agreement (the “ Business Combination Agreement ”).

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Soulpower Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001493152-25-025622

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