Business Context and Reporting Period
Company: Soulpower Acquisition Corp. (SOUL/SOULU/SOULR)
Filing Type: Form 8-K (Current Report)
Date of Report: August 28, 2026
Event: Entry into a Second Amendment to the Business Combination Agreement with SWB Holdings ("Pubco") and SWB LLC ("SWB").
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Agreement Amendments
The Second Amendment to the Business Combination Agreement (originally dated November 24, 2025) introduces the following material changes:
- Uruguay Contribution Restructuring: Revises the Uruguay Contribution Agreement to acknowledge a post-closing contribution in exchange for $5,000,000 in cash and potential issuance of Pubco Class A Ordinary Shares upon meeting specific milestones and earnout targets.
- Merger Consideration Formula: Adjusts the formula to include the value of Uruguay contributions in the Class V Merger Consideration despite the post-closing timing. Additionally, shares issued to Carident AG subject to a put option are allocated solely to Carident AG and excluded from the Class V Merger Consideration.
- Net Asset Definition: Clarifies the treatment of assumed debt and reflects that all intended Contribution Agreements have been signed.
- Covenants and Conditions: Removes interim covenants for Additional Contribution Agreements and revises closing conditions to reflect the execution of all intended agreements.
- Extension of Outside Date: Extends the Outside Date from the nine-month anniversary of the Signing Date to April 2, 2027.
Outlook, Risks, and Management Commentary
The filing indicates that the transaction timeline has been extended to April 2, 2027, providing additional time to consummate the business combination. The restructuring of the Uruguay contribution introduces contingent equity issuance based on future performance milestones. No specific risks or contingencies beyond the standard terms of the amended agreement are detailed in the summary text of this 8-K.
Investor Verification Checklist
- Verify the full text of the Second Amendment (Exhibit 2.1) for detailed terms regarding the $5,000,000 cash payment and earnout milestones for the Uruguay contribution.
- Confirm the specific impact of the revised Merger Consideration formula on the total share count and dilution for existing shareholders.
- Review the status of the Carident AG put option and the specific conditions under which shares are excluded from Class V Merger Consideration.
- Monitor the company's progress toward the new Outside Date of April 2, 2027, to assess the likelihood of transaction completion.