Business Context and Reporting Period
This Form 8-K is filed by Soulpower Acquisition Corporation (SPAC), a Cayman Islands exempted company and emerging growth company, for the reporting period of March 26, 2026. The filing details the execution of the First Amendment to a Business Combination Agreement originally entered into on November 24, 2025, with SWB Holdings (Pubco), SWB LLC (the Company), and related merger subsidiaries.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. As a SPAC in the pre-merger phase, the document focuses on transactional agreements rather than operational financial performance.
Material Changes Versus Prior Period
The primary material change is the execution of the First Amendment to the Business Combination Agreement on March 26, 2026. Key modifications include:
- Expense Allocation: Clarification that all transaction expenses are borne by the incurring party. The SPAC will advance funds to other entities via non-interest bearing loans, repayable upon closing or termination.
- Consideration Correction: Correction of scrivener's errors regarding the allocation of Merger Consideration.
- Representations: Correction of the Company's representation concerning the number of outstanding Class V Units.
- Net Asset Definition: Redefinition of "Company Signing Net Asset Amount" to limit payments related to the BVI Banking License to equity amounts only.
Guidance, Outlook, and Risks
Management announced the amendment via a joint press release on March 31, 2026. The filing does not contain specific forward-looking guidance, risk factors, or contingencies beyond the standard terms of the amended merger agreement. The transaction remains subject to the closing conditions outlined in the Business Combination Agreement.
Investor Verification Checklist
- Verify the specific impact of the corrected "Merger Consideration" allocation on the final deal economics.
- Confirm the exact number of outstanding Company Class V Units following the representation correction.
- Review the full text of the First Amendment (Exhibit 2.1) to understand the scope of the "Company Signing Net Asset Amount" limitation regarding the BVI Banking License.
- Monitor the status of the non-interest bearing loans advanced by the SPAC for transaction expenses.