Business Context and Reporting Period
Company: Soulpower Acquisition Corporation (SPAC), a Cayman Islands exempted company.
Filing Date: November 24, 2025 (Report Date: December 1, 2025).
Event: Entry into a Material Definitive Agreement (Business Combination Agreement) to merge with SWB Holdings ("Pubco") and SWB LLC ("the Company"). The transaction aims to create a publicly traded entity focused on real estate, mineral rights, and a British Virgin Islands (BVI) banking license.
Key Financial Metrics and Transaction Structure
- Company Net Asset Amount: Approximately $6.75 billion as of the Signing Date.
- Merger Consideration: Approximately $8.1 billion (calculated as 120% of the Net Asset Amount).
- Share Valuation: Pubco Ordinary Shares valued at $10.00 per share for consideration purposes.
- Capital Structure:
- Class A Ordinary Shares: Non-voting; received by SPAC shareholders and holders of Company Class A Units.
- Class V Ordinary Shares: Voting; held by an affiliate of CEO Justin Lafazan and received by holders of Company Class V Units (20% of Merger Consideration).
- Financing Commitments:
- ELOC Agreement: CREO Investments LLC committed to purchase up to $250 million in Pubco shares (expandable to $5 billion). Pubco issued $2.5 million in "Commitment Shares" at closing.
- PIPE Financing: Parties agreed to seek at least $100 million in proceeds.
- Asset Acquisition: Purchase of a BVI Banking License from Bank of Asia (BVI) Limited (in provisional liquidation) for a mix of cash and equity.
Material Changes and Transaction Mechanics
The filing details a complex merger structure where SPAC Merger Sub merges into SPAC, and Company Merger Sub merges into the Company. Both surviving entities become wholly-owned subsidiaries of Pubco.
- SPAC Shareholder Treatment: Each SPAC Unit separates into one Class A Ordinary Share and one Right. The Share converts to one Pubco Class A Ordinary Share. The Right converts to 1/10th of a Pubco Class A Ordinary Share.
- Company Equityholder Treatment: Consideration is based on the value of Contributed Assets (real estate, mineral rights) and the BVI Banking License, less specific indebtedness and cash payments.
- Expense Allocation: SPAC agreed to pay all expenses incurred by any party in connection with the transaction, including Transaction Financing and SWB Agreements.
- Trust Account: The Company and Pubco waived any right to claim monies from SPAC's trust account.
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing
- SPAC shareholder approval.
- Effectiveness of the Form S-4 Registration Statement.
- Listing approval on the NYSE (or Nasdaq).
- Consummation of Contribution Agreements totaling at least $250 million in Company Net Asset Value.
- Execution of Lock-Up Agreements and the ELOC Agreement.
- No Material Adverse Effect (MAE) on the Company or SPAC.
Risks and Contingencies
- Regulatory & Legal: Risks related to the BVI banking license acquisition from a liquidated entity; potential regulatory scrutiny of crypto and real estate assets; uncertainty regarding tax treatment.
- Operational: Challenges in managing growth, integrating assets, and retaining key employees.
- Market: Risks of significant redemptions by SPAC public shareholders reducing liquidity; failure to list on a stock exchange post-closing.
- Termination: No termination fee is required if the agreement is terminated. SPAC bears all transaction costs regardless of outcome.
Management Commentary
Management intends to file a Form S-4 Registration Statement. The Board of Directors of Pubco will be designated by the Company, with a majority of independent directors, though Pubco intends to operate as a "controlled company" under NYSE rules.
Investor Verification Checklist
- Asset Valuation: Verify the independent third-party valuation of the $6.75 billion in Contributed Assets (real estate and mineral rights) and the BVI Banking License.
- Banking License Status: Confirm the legal standing and transferability of the BVI Banking License from Bank of Asia (BVI) Limited, which is in provisional liquidation.
- Redemption Risk: Assess the potential level of redemptions by SPAC public shareholders, which could impact the post-merger cash position and public float.
- Debt Assumption: Review the specific indebtedness assumed under the SWB Agreements that is deducted from the Merger Consideration calculation.
- Lock-Up Terms: Examine the specific lock-up periods (ranging from 12 to 42 months) and leak-out provisions for Company Equityholders and Contribution Investors.
- Form S-4: Await the filing of the Registration Statement on Form S-4 for the definitive proxy statement and prospectus containing full financial details.