Recent developments focus on progress in the business combination with SWB Holdings, including court approvals, amendments to agreements, and SEC filings.

• Soulpower Acquisition Corporation and SWB Holdings announced BVI court approval related to the Bank of Asia (BVI) transaction [N1].
• The companies amended the business combination agreement and announced adjustments to asset contributions [N2].
• Soulpower and SWB Holdings announced confidential filing of a draft registration statement on Form S-4 with the SEC [N3].
• Soulpower announced signing of the business combination agreement with SWB LLC valued at approximately $8.1 billion to launch a new financial services conglomerate and stablecoin offerings [N4].

The business combination with SWB Holdings creates a large financial services conglomerate with a multi-billion dollar asset base and innovative product offerings including stablecoin-denominated banking and AI-driven yield products. The committed $5 billion equity facility supports capital needs post-closing. The company’s positioning as a licensed international financial institution under the SOUL WORLD BANK™ brand could enable it to capture emerging opportunities in digital finance and tokenized assets.

Liquidity constraints are indicated by a current ratio below 1 as of June 30, 2026, which may pose short-term financial challenges. The company is subject to risks inherent in completing and integrating a complex business combination, including regulatory approvals and market acceptance. Changes in applicable laws, economic conditions, or failure of contractual counterparties to fulfill obligations could adversely affect operations. The company’s financial performance and strategic execution remain subject to uncertainties typical of SPACs transitioning to operating entities.

Soulpower Acquisition Corp.'s moat is primarily derived from its strategic business combination with SWB Holdings, which brings together significant asset contributions valued at approximately $8.1 billion and the establishment of a licensed international financial institution under the SOUL WORLD BANK™ brand. The planned offering of innovative financial products such as a stablecoin-denominated AI bank with tokenized asset yields positions the combined entity in a niche intersection of fintech and traditional banking. The committed $5 billion equity facility provides substantial capital backing. However, as a SPAC transitioning through a business combination, the company’s competitive advantages depend heavily on successful integration, regulatory approvals, and execution of its strategic vision.

• Business Combination Completion Risk: The ability to complete the business combination with SWB Holdings depends on shareholder approvals, regulatory clearances, and satisfaction of closing conditions. Failure to complete the combination could adversely affect the company.
• Liquidity Risk: As of June 30, 2026, the company’s current ratio was 0.72, indicating current liabilities exceed current assets, which may constrain operational flexibility.
• Regulatory and Compliance Risk: The combined entity plans to operate as a licensed international financial institution, subject to complex regulatory requirements and potential changes in laws that could impact operations.
• Counterparty and Asset Valuation Risk: There is risk that contractual counterparties may not fulfill obligations related to asset contributions, or that final valuations may differ from initial estimates, affecting the company’s asset base and financial position.
• Market and Economic Risk: Economic, political, and competitive factors could adversely impact the company’s ability to develop and manage growth profitably.

• Soulpower Acquisition Corp. is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) listed on the New York Stock Exchange under the ticker SOUL [S1].
• The company completed a business combination agreement with SWB Holdings, a Cayman Islands exempted company, to form a new public entity [S1][N4].
• The combined entity plans to launch as a licensed international financial institution named SOUL WORLD BANK™ offering diverse financial lines including a stablecoin-denominated AI bank with tokenized asset yield products [S1][N4].
• SWB Holdings contributed assets valued at approximately $6.75 billion net of debt, with a pre-money valuation of about $8.1 billion for the business combination [S1][N4].
• Soulpower has entered into a $5 billion committed equity facility (ELOC) with CREO Investments LLC to provide post-closing capital [S1].
• The company issued unsecured promissory notes (A Note and B Note) totaling approximately $1.96 million for working capital purposes, with the B Note forgiven upon consummation of the business combination [S1][S2].
• As of June 30, 2026, the company reported current assets of $3.13 million and current liabilities of $4.37 million, resulting in a current ratio of 0.72 and a cash ratio of 0, indicating liquidity below 1 [S2].
• Net income reported for the period ending June 30, 2026 was $1.92 million [S2].
• Earnings per share basic and diluted were negative $0.02 as of March 31, 2025 [S2].
• There have been no material changes to risk factors disclosed in the annual report for the year ended December 31, 2025 as of the latest quarterly report [S2].
• The company’s securities include Units (one Class A ordinary share and one right), Class A ordinary shares, and rights entitling holders to receive fractional shares upon consummation of the initial business combination [S1].
• Directors have resigned in 2026 without disagreement with the company, indicating some board changes but no disclosed operational conflicts [S1][S2].
• Recent news includes BVI court approval related to the Bank of Asia (BVI) transaction, amendments to the business combination agreement adjusting asset contributions, confidential filing of draft registration statement on Form S-4, and signing of the business combination agreement [N1][N2][N3][N4].