Business Context and Reporting Period
Company: Soulpower Acquisition Corporation (SPAC)
Filing Type: Form 8-K (Current Report)
Date of Report: November 24, 2025
Event: Announcement of a Business Combination Agreement (BCA) with SWB LLC and the formation of a new public holding company, SWB Holdings ("Pubco"). The combined entity plans to launch as "SOUL WORLD BANK TM," a licensed international financial institution offering a stablecoin-denominated AI bank.
Key Financial Metrics and Transaction Valuation
Transaction Valuation:
- Asset Contributions: SWB entered into binding agreements for asset contributions valued at approximately $6.75 Billion (net of debt/cash payments).
- Pre-Money Valuation: Based on commitments at signing, the pre-money transaction value for SWB is approximately $8.1 Billion.
- Equity Facility: Pubco has entered into a $5 Billion committed equity facility (ELOC) with CREO Investments LLC, subject to a resale registration statement with the SEC.
Financial Performance: This filing is a current report regarding a material event and does not contain revenue, profit, cash flow, or margin data for the reporting period. The filing references prior 10-Q filings for historical financial data.
Material Changes and Transaction Structure
Corporate Structure:
- SPAC and SWB will merge with subsidiaries of Pubco.
- Shareholder Consideration: SPAC securityholders will receive non-voting Class A ordinary shares of Pubco. SWB members will receive a mix of non-voting Class A and voting Class V ordinary shares.
- Control: Justin Lafazan (CEO of Soulpower and founder of SWB) will become Chairman and CEO of Pubco, indirectly controlling the voting Class V shares through The Lafazan Brothers LLC.
Material Change: The primary change is the shift from a standalone SPAC to a proposed business combination with a private entity (SWB) targeting a specific fintech and AI banking model.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The combined company intends to operate as a licensed international financial institution with diverse financial lines, including tokenized assets yielding returns for depositors.
Key Risks and Contingencies:
- Closing Uncertainty: There is no assurance the Business Combination or the $5 Billion ELOC will occur as planned.
- Asset Valuation Risk: Counterparties may fail to fulfill asset contribution obligations, or independent third-party valuations may be lower than SWB's internal valuations.
- Regulatory and Operational Risks: Risks include obtaining necessary licenses for "SOUL WORLD BANK TM," regulatory changes, and the ability to retain key employees.
- Shareholder Redemptions: The amount of redemptions by SPAC public shareholders could impact the transaction's success.
- Forward-Looking Statements: The filing explicitly warns that expectations regarding future performance and financial impacts are subject to significant risks and uncertainties.
Investor Verification Checklist
- Verify the final independent third-party valuation of the $6.75 Billion in assets contributed by SWB.
- Confirm the status of the resale registration statement required for the $5 Billion equity facility with CREO Investments LLC.
- Review the upcoming Registration Statement and Proxy Statement for detailed risk factors and the exact terms of the voting Class V shares.
- Monitor the redemption rate of SPAC public shareholders, which could alter the capital structure post-closing.
- Assess the regulatory pathway and licensing status required to launch "SOUL WORLD BANK TM" as a licensed international financial institution.