Soulpower Acquisition Corp. Advances Toward Digital Banking with $8.1 Billion SWB Merger

Formation and Capital Raise

Soulpower Acquisition Corp., incorporated May 14, 2024 as a Cayman Islands exempted company, was established as a Special Purpose Acquisition Company (SPAC) with the goal of completing an initial business combination within approximately two years. On April 3, 2025, Soulpower consummated its initial public offering issuing 25 million units at $10 each including partial over-allotment exercise, generating gross proceeds of about $250 million ([S1]). Concurrently, approximately $6.2 million was raised through private placement units sold to the sponsor and underwriters' representatives.

All net proceeds were placed into a trust account dedicated for use in completing the initial business combination or returned to investors if no combination occurs within the prescribed timeframe ([S1]). Prior to merger completion, Soulpower engaged only in organizational activities and administrative operations customary for blank check companies.

Financial Position Prior to Business Combination

Reflecting its SPAC status, Soulpower had no operating revenues during fiscal year 2025. It reported net income of approximately $5.96 million primarily attributable to interest and investment income earned on funds held in trust ([F1]). At December 31, 2025, current assets were approximately $1.51 million against current liabilities of roughly $1.68 million resulting in a current ratio below one at 0.89 ([F1]). This indicates that working capital loans have been drawn upon to fund operational expenses during the pre-combination phase.

Return on equity was negative at -55.3%, consistent with early-stage SPACs lacking operating earnings or cash flow generation prior to completing their business combinations ([F1]).

Historical performance (annual)

Source: SEC companyfacts cache [F1].

Note: Financials reflect operational inactivity ahead of business combination.

Definitive Business Combination Agreement with SWB LLC

On November 24, 2025, Soulpower entered into a definitive business combination agreement (BCA) with SWB LLC that values SWB’s pre-money equity at approximately $8.1 billion based on asset contributions net of debt obligations ([S1], [S8]). Under this arrangement:

• Soulpower shareholders will receive non-voting Class A ordinary shares in Pubco — the newly formed holding company for SWB.
• SWB members will receive both non-voting Class A shares and voting Class V shares in Pubco.
• Voting control is retained through Class V shares indirectly controlled by Justin Lafazan via his entity The Lafazan Brothers LLC ([S8]).

This dual-class share structure separates economic interests from governance rights while maintaining management control continuity post-merger.

Vision for SOUL WORLD BANK™

Following closing, the combined entity plans to operate as SOUL WORLD BANK™, an internationally licensed financial institution offering:

• Stablecoin-denominated AI banking products designed to provide yield backed by tokenized assets,
• Tokenized asset product lines tailored for digital asset depositors,
• Integrated fintech services combining regulatory compliance frameworks with AI-driven risk management solutions ([S8]).

This positions the company at the forefront of regulated crypto-native banking platforms blending compliance rigor with blockchain innovation.

Capital Structure and Funding Sources Pre-Closing

To finance transaction-related costs before closing, Soulpower issued unsecured promissory notes on February 19, 2026:

• The A Note has a principal amount up to $785,000 ($745,000 advanced), bears flat-rate interest of 22%, payable upon merger or liquidation without conversion rights ([S4], [S5], [S9]).
• The B Note has principal up to $2.5 million ($1.21 million advanced), interest-free and automatically forgiven upon merger closing but payable if no deal occurs ([S5]).

Both notes are issued by related parties connected to company executives including CEO Justin Lafazan’s controlled entities ensuring flexible working capital support during this phase.

Additionally, post-closing financing includes a committed equity line of credit facility (ELOC) worth up to $5 billion provided by CREO Investments LLC contingent on registration statement effectiveness—offering substantial growth capital beyond initial IPO proceeds ([S8]).

Risks and Challenges Ahead

Key risks include potential delays or failure in obtaining required international fintech licenses critical for launching SOUL WORLD BANK™ under applicable regulations ([S6], [S7]). Regulatory uncertainties remain elevated given evolving cross-border bank charter requirements and AML/KYC compliance demands.

Operationally, integrating traditional banking regulatory frameworks with blockchain-based tokenized asset platforms presents execution complexity alongside risks related to personnel retention and supplier performance during scale-up.

Investor Considerations Post-Merger Completion

Investors should monitor:

• Progress toward obtaining regulatory licenses across jurisdictions,
• Commercial rollout success including adoption of stablecoin deposit accounts with AI yield features,
• Early financial results demonstrating revenue generation from tokenized asset offerings,
• Usage levels and terms drawn against the large-scale ELOC facility indicating growth trajectories,
• Shareholder votes approving final transaction steps embedded within SEC filings.

No explicit forward guidance has been issued; however, these milestones will offer critical insight into operational viability and value creation potential.

This analysis is based solely on publicly filed SEC documents and does not include speculative forecasts or investment advice.

Disclaimer: This is research-only, informational analysis and not investment advice. It may include AI-generated interpretation and general industry context. Always verify important details using primary sources.