8-K: Soulpower, SWB Holdings File Confidential S-4 for Merger

Soulpower Acquisition Corporation and SWB Holdings announced the confidential submission of a draft Form S-4 registration statement to the SEC for their proposed business combination.

Summary

• Soulpower Acquisition Corporation (SOUL) and SWB Holdings (Pubco) confidentially submitted a draft Form S-4 registration statement to the SEC on December 29, 2025.
• This filing is in connection with the previously announced business combination agreement from November 24, 2025, involving Soulpower, SWB Holdings, SAC Merger Sub Corp., SWB Merger Sub LLC, and SWB LLC.
• Upon completion of the Proposed Transactions, Soulpower and SWB LLC will each become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company.
• Pubco intends to apply to list its non-voting Class A ordinary shares on the NYSE under the ticker symbol SOUL upon the closing of the business combination.
• The confidential submission allows engagement with the SEC as part of its review process prior to publicly filing the registration statement.
• The business combination remains subject to customary closing conditions, including Soulpower shareholder approval and the effectiveness of the registration statement.
• Soulpower is a financials-focused special purpose acquisition company that raised $250 million in its upsized initial public offering in April 2025.
• SWB LLC is a newly formed Cayman Islands company established to launch SOUL WORLD BANK and acquire various real-world assets, sponsored by The Lafazan Brothers LLC.
• SOUL WORLD BANK intends to offer a suite of international financial services and operate as a licensed international financial institution, planning to launch with a large asset portfolio for stable book value and asset tokenization.

Sentiment

Score: 7

Explanation: The filing indicates positive progress on a significant business combination, with management expressing confidence in the future entity's strategic positioning. However, it is a procedural update, and many risks associated with SPAC mergers and new ventures are explicitly stated.

Positives

• Progress towards the business combination with the confidential S-4 submission, a critical procedural milestone.
• The combined entity, SOUL WORLD BANK, aims to unite old world markets with new world technologies like AI, stablecoins, and tokenization, indicating a forward-looking strategy.
• SWB Holdings intends to launch with a large asset portfolio designed to provide both stable book value and opportunities for asset tokenization and other financial engineering.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the termination of the Business Combination Agreement (BCA).
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the BCA.
• The inability to complete the Business Combination, including due to the failure to obtain approval of Soulpower shareholders or other conditions to closing the Business Combination.
• SWB's and Pubco's ability to develop and manage their businesses, and the advantages and expected growth of SWB and Pubco.
• The cash position of SWB and Pubco following Closing.
• The inability to obtain or maintain the listing of Pubco's securities on a stock exchange following the Closing.
• The risk that the announcement and pendency of the Business Combination disrupts SWB's and Pubco's current plans and operations.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Pubco and SWB to develop and manage growth profitably and source and retain its key employees.
• Costs related to the Business Combination.
• Changes in applicable laws and regulations or political and economic developments.
• The possibility that Pubco or SWB may be adversely affected by other economic, business, and/or competitive factors.
• Soulpower's, SWB's, and Pubco's estimates of expenses and profitability.
• The amount of redemptions by Soulpower's public shareholders.
• The possibility that contractual counterparties that have committed to providing assets to SWB in connection with the Business Combination may not fulfill their obligations to SWB or that SWB may determine to terminate such agreements due to additional concerns identified in SWB's diligence prior to the Closing or if the final independent third-party valuation of any such assets are less than SWB's valuation of such assets.
• The possibility that asset managers and other service providers to SWB may not fulfill their obligations following the Business Combination.
• Regulatory matters involving SOUL WORLD BANK and the other businesses and operations to be conducted by Pubco following the Business Combination.
• Other risks and uncertainties included in the Risk Factors section of the Soulpower IPO Prospectus, the registration statement on Form S-4, and other documents filed or to be filed with the SEC by Soulpower, SWB, and Pubco.

Future Outlook

The combined entity, SOUL WORLD BANK, aims to unite traditional financial markets with emerging technologies such as AI, stablecoins, and tokenization, intending to operate as a licensed international financial institution with a large asset portfolio for stable book value and asset tokenization. The completion of the business combination is anticipated, subject to shareholder approval and SEC effectiveness of the registration statement.

Management Comments

• "My brothers and I are proud to announce this confidential submission of our S-4 and mark another critical milestone towards launching SOUL WORLD BANK." Justin Lafazan, Chief Executive Officer of Soulpower and SWB.
• "We believe SOUL is uniquely positioned to unite old world markets with new world technologies like AI, stablecoins, and tokenization." Justin Lafazan.
• "Our team marches forward to build the most loved bank on earth." Justin Lafazan.

Industry Context

This announcement reflects a broader trend of traditional financial services seeking integration with new technologies like AI, stablecoins, and tokenization, particularly within the SPAC merger landscape. The ambition to create a 'SOUL WORLD BANK' suggests a play for a global, digitally-forward financial institution, potentially competing with established banks and fintech innovators by leveraging a large asset portfolio for stability and new financial engineering.

Legal Proceedings

• Potential legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the Business Combination Agreement are identified as a risk.

Stakeholder Impact

• Shareholders: Soulpower shareholders will vote on the proposed transaction and will receive Pubco securities upon closing. They are urged to read the Proxy Statement/Prospectus for important information.
• Employees: The ability to source and retain key employees is mentioned as a factor affecting the recognition of anticipated benefits.
• Customers: SOUL WORLD BANK intends to offer a suite of international financial services, impacting future customers.
• Contractual Counterparties: Risk that counterparties providing assets to SWB may not fulfill obligations.
• Asset Managers/Service Providers: Risk that asset managers and other service providers to SWB may not fulfill obligations.

Next Steps

• Completion of SEC review of the confidential S-4 submission.
• Public filing of the registration statement on Form S-4, including a preliminary proxy statement/prospectus.
• SEC declaring the registration statement effective.
• Mailing of a definitive Proxy Statement/Prospectus to Soulpower shareholders for voting.
• Soulpower shareholders voting on the proposed transaction.
• Closing of the business combination, subject to customary conditions.
• Pubco applying to list its non-voting Class A ordinary shares on the NYSE under the ticker symbol SOUL.
• SOUL WORLD BANK launching and operating as a licensed international financial institution.

Key Dates

Recommendation

The filing represents a procedural step forward in a previously announced business combination, which is generally a positive signal for a SPAC. However, it does not contain new financial results or definitive closing information. The future entity, SOUL WORLD BANK, has an ambitious vision combining traditional finance with new technologies, but this is still a forward-looking statement with significant execution and regulatory risks. Investors should hold, awaiting the public S-4 filing and further details on the combined entity's financials, asset portfolio, and regulatory approvals before making a more definitive investment decision.

Keywords

Soulpower Acquisition Corporation, SWB Holdings, SOUL WORLD BANK, SPAC, Business Combination, Merger, Form S-4, SEC Filing, Financials, AI, Stablecoins, Tokenization, NYSE, SOUL