Soulpower Acquisition Corporation filed an 8-K reporting entry into a Business Combination Agreement dated November 24, 2025 with SWB Holdings (Pubco), SAC Merger Sub Corp., SWB Merger Sub LLC, and SWB LLC (the Company). Structure is a simultaneous dual merger: SPAC Merger Sub merges into SPAC and Company Merger Sub merges into the Company, leaving both as wholly owned subsidiaries of Pubco. SPAC Class A holders receive one Pubco Class A non-voting ordinary share per SPAC Class A share. SPAC rights convert into one-tenth (1/10) of a Pubco Class A share; no fractional shares. Pubco Class V voting shares go to an affiliate of Justin Lafazan and convert into Class A. Company side consideration is 120% of a defined Company Net Asset Amount built from contributed real estate/mineral assets, the BVI banking-license purchase, and advisory equity, net of related indebtedness and cash paid for contributions. As of signing the filing states Company Net Asset Amount of approximately $6.75 billion and resulting Merger Consideration of approximately $8.1 billion, paid in Pubco ordinary shares at $10.00 per share (Class A units → Pubco Class A; Class V units → Pubco Class V). Ancillary items signed with the BCA include a Sponsor Support Agreement, lock-ups (12–42 months with specified leak-out/early-release mechanics), an Insider Letter Amendment, and an ELOC with CREO Investments LLC for up to $250 million of Pubco Class A (increasable to $5 billion by mutual agreement), plus $2.5 million of commitment shares at closing. Parties will seek PIPE financing of at least $100 million. SPAC bears transaction expenses. Trust-account waiver is in place for Company/Pubco/merger subs. Close-path: deal is now post-DA. Conditions include SPAC shareholder approval, S-4 effectiveness, exchange listing of Pubco Class A, antitrust/governmental clearances, charter restatement, and consummation of Contribution Agreements delivering at least $250 million of Company Net Asset Value. Outside date is the nine-month anniversary of signing. No termination fee. S-4/proxy has not been filed; financials delivery covenants run 60 days (9/30/25 unaudited) and to March 31, 2026 (FY2025 audited). Cash/redemption (V): the filing does not state trust balance, per-share redemption value, IPO proceeds, or any indicated redemption level. It does not quantify PIPE commitments secured, does not attach fairness-opinion conclusions beyond the Additional Contribution Agreement requirement, and does not set a record or meeting date. Rights conversion ratio is explicit at 1/10; unit separation into share plus right occurs at the Effective Time.

Conversion 1/10