Recent developments focus on the business combination agreement with SWB LLC and related regulatory filings.

• On November 24, 2025, Soulpower Acquisition Corporation announced the signing of a Business Combination Agreement with SWB LLC, valued at approximately $8.1 billion, to create a new economy financial services conglomerate including a stablecoin-denominated AI bank [N2].
• On December 30, 2025, Soulpower and SWB Holdings announced the confidential filing of a draft registration statement on Form S-4 with the SEC in connection with the business combination [N1].
• The company filed its latest 10-K annual report on March 27, 2026, and a 10-Q quarterly report on November 12, 2025, with no material changes to risk factors since the IPO prospectus [S1][S2].
• A director resigned in March 2026 without disagreement with the company, indicating some board changes during the period [S1].

The business combination with SWB LLC creates a platform for a new economy financial services conglomerate with a significant asset base valued at approximately $8.1 billion. The planned launch of SOUL WORLD BANK™ as a licensed international financial institution with diverse financial lines, including a stablecoin-denominated AI bank, positions the company to participate in innovative fintech and digital asset markets. The committed $5 billion equity facility provides substantial capital resources to support growth initiatives post-combination. Leadership continuity with CEO Justin Lafazan controlling voting shares may provide strategic direction and stability.

The business combination is subject to multiple risks including shareholder approval, regulatory clearances, and potential legal proceedings. The current liquidity position shows a current ratio below 1, indicating potential short-term liquidity constraints prior to the combination closing. The company’s financial performance and operational details remain limited as it is a SPAC pending combination, creating uncertainty about future profitability and execution. Regulatory risks related to launching a licensed international financial institution and stablecoin offerings are significant. Changes in market conditions or failure to realize anticipated benefits from the combination could adversely affect the company.

Soulpower Acquisition Corp. operates as a SPAC, which inherently has limited operational moat prior to completing a business combination. The planned combination with SWB LLC aims to create a financial services conglomerate with a licensed international banking platform and innovative offerings such as a stablecoin-denominated AI bank. The moat potential will depend on the combined entity's ability to establish regulatory licenses, develop proprietary financial technology, and build a competitive position in the emerging digital and tokenized asset banking sector. Currently, the company’s moat is nascent and contingent on successful execution of the business combination and subsequent operational development.

• Business Combination Completion Risk: The business combination with SWB LLC is subject to shareholder approval, regulatory clearances, and other closing conditions. Failure to satisfy these conditions could result in termination of the agreement.
• Regulatory and Legal Risks: Operating as a licensed international financial institution and offering stablecoin-denominated products involves complex regulatory compliance and potential legal challenges.
• Liquidity and Financial Risks: As of December 31, 2025, the company had a current ratio of 0.89, indicating current liabilities exceed current assets, which may pose short-term liquidity challenges.
• Operational Execution Risk: The combined entity’s ability to develop and manage its diverse financial services and technology offerings, including AI banking and tokenized assets, is uncertain.
• Market and Competitive Risks: The financial services and digital asset markets are highly competitive and rapidly evolving, which may impact the company’s ability to establish a sustainable market position.

• Soulpower Acquisition Corp. is a Cayman Islands exempted company operating as a Special Purpose Acquisition Company (SPAC).
• The company is listed on the New York Stock Exchange under the ticker SOUL, with related securities SOULU (units) and SOULR (rights).
• Soulpower entered into a Business Combination Agreement (BCA) on November 24, 2025, with SWB LLC, a Cayman Islands limited liability company, to form a new public company.
• The business combination involves SWB Holdings (Pubco) and aims to create a new economy financial services conglomerate including a stablecoin-denominated AI bank under the brand SOUL WORLD BANK™.
• SWB's assets contributed prior to closing are valued at approximately $6.75 billion net of debt, with a pre-money transaction valuation of about $8.1 billion, subject to increase with additional contributions.
• The combined public company plans to operate as a licensed international financial institution with diverse financial lines and tokenized asset offerings.
• Soulpower has entered into a $5 billion committed equity facility (ELOC) with CREO Investments LLC to provide post-closing equity financing.
• The CEO of Soulpower, Justin Lafazan, will become Chairman and CEO of the combined company and will control voting shares through The Lafazan Brothers LLC.
• Soulpower's latest SEC filings include a 10-K filed on March 27, 2026, and a 10-Q filed on November 12, 2025, with no material changes to risk factors since the IPO prospectus.
• Financial snapshot as of December 31, 2025, shows current assets of $1,505,530 and current liabilities of $1,684,427, resulting in a current ratio of 0.89 and a cash ratio of 0.
• Net income reported for the fiscal year ended December 31, 2025, was $5,961,658.
• Basic and diluted earnings per share were -$0.02 for the quarter ended March 31, 2025.
• Soulpower issued unsecured promissory notes in early 2026 to support working capital, with terms linked to the consummation of the business combination.
• The company is classified as an emerging growth company and has not elected to use the extended transition period for new accounting standards.
• The business combination is subject to shareholder approval and regulatory filings, including a confidential draft registration statement on Form S-4 filed with the SEC on December 30, 2025.
• The company cautions that forward-looking statements related to the business combination involve significant risks and uncertainties, including the possibility of termination of the agreement, legal proceedings, and regulatory matters.
• A director resigned in March 2026 without disagreement with the company, indicating some board changes during the period.