Soulpower Acquisition Corp.

Trust per share accretion provides a modest buffer for potential redemptions. Declining cash and negative working capital underscore sponsor dependency. The deal's large scale ($6.75B asset contribution, $8.1B implied pre-money, $5.0B ELOC) suggests high complexity and risk of delay. Going concern warning elevates risk if the business combination fails to close. No changes to redemption deadline (April 3, 2027) or extension mechanics.

Restructuring transaction expenses into interest-free SPAC advances without adjusting net asset floors protects redemption economics while altering near-term cash flow timing. The corrected Class V Unit count and restricted banking license accounting remove prior disclosure ambiguities ahead of the shareholder vote. The pivot to include 1,170 million tons of identified iron reserves materially broadens the pre-closing asset mix, though the press release cautions that final independent third-party valuations could trigger counterparty termination clauses if appraisals fall short. The updated closing window targets late Q2 or Q3 2026, leaving substantial runway before the April 3, 2027, termination date and reducing immediate extension pressure. Because the stated $8.5 billion headline figure is explicitly modeled on $10.00 per share pricing and a zero-redemption baseline, higher trust payouts would compress available deal proceeds unless PIPE financing is secured, making redemption behavior the primary variable affecting realized enterprise value. Outstanding BVI regulatory and Court approvals for the banking license remain an external execution constraint separate from the SEC timeline.

For investors tracking redemption mechanics, the amendment does not change the stated 2027-04-03 deadline or require a trust extension, but creates a direct repayment obligation for SPAC-advanced funds that accelerates upon termination or Closing. The press release explicitly projects a combined company pro forma valuation of approximately $8.5 billion based on a modeled $10.00 per share price and expressly conditions that projection on an assumption of zero redemptions from the trust account. The mathematical reallocation caused by correcting Class V Units from 2,500 to 250,000 fundamentally changes the exchange ratio calculus for target securityholders. Strategically, Pubco intends to launch with a large asset portfolio designed for stable book value and asset tokenization, anchored by the newly added uranium-permitting mining assets and a pending general banking license application to the BVI Financial Services Commission for SOUL WORLD BANK™. According to the filing, Soulpower raised $250 million in an April 2025 upsized IPO underwritten by Cantor Fitzgerald. The press release was co-authored by Justin Lafazan, Chairman & CEO of Soulpower, CEO of Pubco and SWB LLC, and managing member of controlling entity The Lafazan Brothers LLC, alongside Frank Candio, Director and Chairman of Soulpower’s Special Committee. All remaining closing conditions, shareholder voting requirements, and regulatory approvals for the banking license remain outstanding pending the forthcoming Proxy Statement/Prospectus.

The filing confirms ongoing redemption exposure at $10.30 per share, pending merger with SWB subject to conditions including minimum $250 million contribution closings and shareholder approval. Trust value provides a floor for redemptions. Sponsor financing arrangements suggest support but also potential dilution. Going concern warning indicates risk if deal fails. Correction of deferred underwriting fee error (immaterial) reflects accounting quality.

According to the exhibits, the B Note’s forgiveness clause guarantees up to $2,500,000 in sponsor-linked capital that vanishes upon a merger, structurally reducing post-deal leverage without diluting public float. Meanwhile, the A Note’s 22% flat interest charge and immediate acceleration on default create a fixed, high-cost liability that persists regardless of deal success. The filing attributes control of the lender (Soulpower Management LLC) to Chairman and CEO Justin Lafazan via Soulpower International Corporation, noting that certain other directors are also members, signaling concentrated related-party financing behavior. The document contains no assertions regarding customers, revenue, market size, technology, partnerships, or litigation.

Transitioning to confidential S-4 submission places the merger under active SEC examination, triggering the mandatory next milestone: a public filing of the Proxy Statement/Prospectus that will contain the definitive redemption schedule, exact trust distribution waterfalls, extension provisions, sponsor promissory note details, director compensation, and audited target financials. The explicit incorporation of counterparty funding failures, independent valuation shortfalls, and novel crypto-tokenization banking operations as material closing conditions signals that deal viability depends on third-party validations and licensing approvals rather than disclosed historical revenue or established customer contracts. Until those metrics are quantified in the forthcoming public filings, public shareholders face binary execution risk against the 2027-04-03 deadline. Investors should monitor the upcoming definitive Proxy Statement to assess whether the sponsor has negotiated any amendment to the redemption baseline, introduced cashless exercise mechanics, secured PIPE commitments, or altered the liquidation priority relative to the $10.49 per-share trust accounting.

The transition to active SEC review initiates the formal redemption window, making the proxy schedule critical for SPAC investors weighing exit liquidity against deal completion risk. Material risk disclosures caution that the target’s asset backing depends on contractual counterparties fulfilling delivery obligations and surviving independent valuations that could fall short of internal projections. Regulatory and litigation risks are flagged, including pending challenges and licensing hurdles for SOUL WORLD BANK™. Sponsor-driven strategy claims, attributed to Chief Executive Officer Justin Lafazan, assert the combined entity will merge traditional finance with AI, stablecoins, and tokenization to build “the most loved bank on earth.” Historical capital formation notes Soulpower raised $250 million dollars in an April 2025 upsized IPO underwritten by Cantor Fitzgerald, establishing the trust foundation now deployed into this non-traditional banking vehicle.

This filing provides investors with the complete economic and structural terms of the proposed de-SPAC transaction. It reveals a highly complex and opaque structure: the target's assets consist almost entirely of contributed real estate and mineral rights from unnamed investors, plus a BVI banking license acquired from a bank in provisional liquidation. The valuation ($8.1 billion) is based on contributions from third parties, not on audited financials or operating revenue. The deal's consideration is paid entirely in new pubco shares valued at $10.00, a premium to the trust's $10.49 per share value, which may affect redemption decisions. The non-voting share structure and CEO-controlled voting shares concentrate control. The absence of a termination fee is favorable to the target and could reduce the SPAC's leverage. The condition that only $250 million of the massive contributed asset base needs to close could give investors pause about the feasibility of the full asset pool.

For SOUL investors, this reveals post-deal financing that could dilute existing shareholders if fully drawn. It signals sponsor/investor support for the combined company but also a potential overhang. The trust value ($10.49/share), redemption deadline (2027-04-03), and deal closing timeline are unaffected by this filing.

The ELOC Agreement provides a committed equity facility of up to $250 million (expandable to $5 billion) from CREO Investments LLC to the post-combination company, at a purchase price of 97.5% of the lowest sale price. Commitment shares worth $2.5 million are issued in tranches. This ensures liquidity post-merger but may dilute existing shareholders. Beneficial ownership is capped at 4.99%. The facility is a material backstop that affects deal closure risk and post-deal capital structure.

The deal presents an extremely speculative business model: SWB LLC intends to securitize contributed real estate and mineral rights assets through digital tokens as a stablecoin issuer. The target has no operating history, no employees, and no revenue; its assets are largely contributed by investors under contribution agreements. The merger consideration is tied to contributed asset values that are not audited or independently verified. Sponsor Justin Lafazan will hold all voting power through Pubco Class V shares, giving him control. There is no termination fee for either party, and SPAC bears all transaction expenses. The lock-up periods for contribution investors range from 12 to 42 months. The filing contains extensive risk factors relating to crypto, regulatory uncertainty, and the ability to close the contribution agreements.

Investors evaluating redemptions face a valuation premise based on asset contributions that SWB states it values at approximately $6.75 Billion (net of debt incurred or cash consideration payments) and a reported pre-money transaction value of approximately $8.1 Billion, though the press release cautions this metric is subject to potential increase if further binding asset commitments are consummated prior to Closing. Post-closing liquidity is backed by a $5 Billion committed equity facility through CREO Investments LLC, conditioned upon a resale registration statement with the SEC. Governance shifts concentrate voting power with CEO Justin Lafazan, who will retain indirect control over the sole voting Class V ordinary shares via The Lafazan Brothers LLC. The operating strategy targets a licensed international financial institution branded SOUL WORLD BANK TM, featuring a stablecoin-denominated AI bank designed to offer depositor yields through tokenized assets. The firm cites operational and strategic partnerships with Animoca Brands for cross-border stablecoin development, NewCampus for blockchain infrastructure, Chainstarters for AI and RWA tokenization, Contender Development Inc. for U.S. land, JXN Ventures for Mexican land, plus disclosed mineral and land holdings in Germany, Louisiana, South Africa, and Montana. However, the press release highlights material execution dependencies, including the necessity for BVI Court and licensing approvals to acquire the Bank of Asia banking license, and explicit warnings that contributing counterparties may have their agreements terminated if independent third-party valuations fall below SWB’s internal figures. These contractual safeguards, valuation flexibilities, and governance centralizations directly dictate the economic calculus for redeeming versus holding shareholders and outline the conditional path to the anticipated first quarter of 2026 closing.

Establishes the operational and governance parameters shareholders will vote on, directly influencing redemption calculus ahead of the preliminary proxy mailing. Management asserts the merged entity will operate under the name SOUL WORLD BANK TM as a licensed international financial institution, issuing a cross-border stablecoin alongside Web3 Pioneer Animoca Brands, deploying artificial intelligence, and offering depositor yields via tokenized assets—a strategy heavily dependent on obtaining BVI court and licensing approvals for the Bank of Asia license, plus U.S., German, Mexican, and South African regulatory consents. The press release details binding arrangements for physical real-world assets including 23 U.S. land/infrastructure holdings via Contender Development Inc., over 40,000 hectares of Mexican undeveloped acreage procured with JXN Ventures, five German slate mines near Meschede, approximately 3,000 acres of Louisiana oil & gas mineral rights, an 846 hectare South African gold site, and a 1,062 acre Montana precious metals property formerly owned by Pegasus Gold. Technology infrastructure claims rely on independent contractor partnerships with Singapore-based NewCampus and Connecticut-based Chainstarters for blockchain and RWA tokenization. Because completion is conditional on satisfactory third-party valuations and contractual counterparties fulfilling obligations, any asset contribution shortfall or due diligence concern could trigger BCA termination, leaving shareholders to decide whether to redeem into the trust or hold through potential dissolution timelines. The valuation gap between the company's $250 million dollars raised in its April 2025 upsized IPO and the ~$8.1 billion dollar headline figure, combined with unilateral founder voting control and multi-jurisdictional regulatory exposure, presents high-stakes execution and governance risks that will dominate the upcoming extraordinary general meeting.

Updates trust value per share to $10.21, which is above the $10.00 IPO price and relevant for any future redemption decisions. Confirms SPAC still in search phase with deadline of April 3, 2027. No deal progress or sponsor conduct issues disclosed.

Trust value per share now ~$10.10, above the $10.00 floor. No deal announced; deadline is April 3, 2027. Consulting hires suggest active business search. Deferred fees create pressure to complete a combination.

Converting key leadership compensation to fixed monthly consulting fees that auto-terminate upon business combination closing directly reduces ongoing administrative expenses tied to corporate runway while financially aligning officer payouts with successful deal consummation. The documented trust account waivers by both the President and CFO clarify that these insiders do not intend to seek recourse against public shareholder funds, which mitigates dilution and payout uncertainty for holders tracking redemption economics. The filing also discloses that President Joshua Lafazan is the brother of Chairman and CEO Justin Lafazan, introducing a related-party dynamic that warrants governance monitoring. No targets, due diligence metrics, extension votes, or amended redemption procedures are referenced; the filing solely restructures internal compensation and establishes proprietary, non-compete, and non-solicitation restrictions pending a business combination.

The separate trading mechanic alters pre-merger liquidity and pricing dynamics, allowing the market to independently value equity versus embedded rights relative to the $10.49 trust floor. It confirms the sponsor remains operationally active and focused on its stated financial services sector thesis without triggering timeline extensions or altering redemption parameters.

This filing establishes the SPAC’s pre-IPO baseline and confirms the trust size, redemption mechanics (24-month deadline from April 2025), sponsor conduct (waivers of redemption, lock-up, loan repayment), and provides the first public financial statements since going public. It is a key reference for investors tracking trust value ($10.49/share per status, though filing shows $10.00 initial), redemption rights, and the clock for a business combination. No target is mentioned, so the deal search is still in early stages.

This report anchors the redemption calendar for public investors, establishing a 24-month 'Completion Window' from the April 3, 2025 IPO closing to find and consummate a business combination. Per the sponsor's letter agreement detailed in the Notes, founders and officers waive redemption rights on their private placement and founder shares, and contractually agree to vote those shares in favor of an initial business combination. If the company fails to close a deal within the 24-month window, the Notes mandate that public shares be redeemed at a per-share price equal to the trust account deposit divided by outstanding shares, minus taxes and up to $100,000 in dissolution expenses. To prevent investment company classification while waiting for a target, the company states it may direct the trustee to liquidate government treasury obligations into cash or interest-bearing demand deposits. Additionally, Note 8 reveals that management valued the Public Rights using an implied backsold model that priced in only an 18% probability of completing a de-SPAC, indicating conservative internal projections for meeting the April 2027 deadline. The deferred underwriting fee of $8,800,000 remains payable solely from the trust account upon successful business combination completion.

This filing establishes the baseline trust value ($10.00 per share) and the redemption deadline (April 2027) for public shareholders. The IPO proceeds are now in trust, and any future business combination will require shareholder approval or a tender offer. Investors should monitor for target announcements, extensions, and any amendments to the charter that could affect redemption rights. The lock-up agreements and sponsor conduct outlined in the letter agreement signal alignment with public shareholders, but the 24-month clock is now running.

Based on the prospectus, the sponsor’s $0.004 per share founder purchase price relative to the $10.00 public offering creates substantial immediate dilution, compounded by anti-dilution adjustments that ensure founder shares convert to equal 25% of post-offering and post-combination equity. Management claims the firm will pursue acquisitions in insurance services, retirement savings, and FinTech, citing sector data that global insurance premiums equal almost $5 trillion, U.S. household debt totaled $15 trillion in 2021, and a projected $85 trillion wealth transfer will occur through 2045.

Rule 462(b) supplements become effective immediately upon filing and are typically deployed by sponsors adjacent to a merger closing to finalize unit sizing or capture delayed capital markets demand. For investors monitoring the transaction's existing contractual mechanics—including redemption calendars, trust distributions, and extension provisions—this filing does not amend those terms, propose a deadline shift, or disclose sponsor conduct adjustments. Any impact on capital raised per Unit, structural dilution, or settlement funding must be cross-referenced to the incorporated Prior Registration Statement (File No. 333-284465) and its attached prospectus and agreements. As a procedural capitalization adjustment following the DEAL_ANNOUNCED status, this filing primarily confirms the authorized issuance volume required to close the combination without altering the underlying trust or shareholder redemption framework.

This filing is the primary disclosure document for the SPAC's IPO. It contains all material terms for investors: trust per share ($10.00), redemption mechanics (public shareholders can redeem at business combination, subject to a 15% limit if a vote is held), deadline (24 months from closing), sponsor conduct (waiver of redemption, lock-up, indemnity), and the business combination strategy (focus on insurance and retirement services). It also details the management team, potential conflicts of interest, and risk factors. This is essential for investors evaluating the IPO.

Establishes the IPO structure: $10.00 per unit trust, 24-month deadline from closing, redemption rights with a 15% cap on redemptions if shareholder vote is used, sponsor founder shares at ~$0.004 per share, private placement of 6M warrants at $1.00 each, and a focus on insurance services/retirement savings targets. Investors can now assess the SPAC's terms and sponsor incentives.

What changed: A routine compliance exhibit / Form 8-K Current Report disclosing the entry into a material definitive agreement and the creation of a direct financial obligation. According to the registrant, Soulpower Acquisition Corporation issued an unsecured promissory note capped at a principal amount of $2,500,000 to Soulpower Management LLC for general working capital purposes. The filing states the instrument bears no interest, is not convertible, and subjects the company to customary events of default that accelerate repayment. Under the disclosed terms, the outstanding balance is automatically and irrevocably forgiven in full upon consummation of the initial business combination, discharging all obligations without further action. If the combination does not close, the note becomes payable on the earlier of default or liquidation. Per the company's statement, these arrangements run parallel to the established April 3, 2027 redemption deadline and the existing $10.49 per-share trust value, with no structural modifications to either reported. Why it matters: This working capital line establishes a related-party credit facility that funds operations without encroaching on public shareholder trust accounts. The filing attributes control of the lender to a specific corporate hierarchy: Soulpower Management LLC serves as the sole managing member of the sponsor; Soulpower International Corporation controls the lender; and Chief Executive Officer and Chairman of the Board Justin Lafazan controls Soulpower International Corporation. The registrant additionally notes that certain other board members are members of the lender entity. Because automatic forgiveness is contractually tethered exclusively to deal closure, the financial risk of this $2,500,000 obligation falls entirely on the sponsor and executive team rather than redemption candidates. The submission contains no claims regarding target customers, contracted revenue, total addressable market size, acquisition strategy, underlying technology, strategic partnerships, ongoing litigation, or changes to senior leadership personnel.

What changed: Schedule 13G/A beneficial ownership amendment report for Soulpower Acquisition Corp. (SOUL) filed by Barclays PLC. The excerpt lists only the filing designation, the SEC accession number [0000312069-26-000160], and the reporting holder. It contains no narrative detailing share count adjustments, percentage ownership changes, or modifications to previously disclosed positions. Why it matters: As a standard institutional holding update, the text discloses nothing regarding redemption thresholds, trust account adjustments, extension votes, target combination progress, or sponsor conduct. Without substantive updates to shareholdings or corporate governance actions, it does not mechanically affect SOUL’s operational timeline or shareholder liquidity parameters.

What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2026. Trust value increased to $259,885,212 ($10.40 per share) from $257,619,976 ($10.30 per share) due to $2,265,236 interest income. Net income was $1,580,333. Cash outside trust fell to $56,403, negative working capital of $863,801. Sponsor loans increased to $2,257,906 (including new unsecured notes: Note A up to $785,000 with 22% interest, Note B up to $2,500,000 forgivable upon close). The proposed business combination with SWB LLC (Soul World Bank) remains pending, with no closing date set. The company disclosed substantial doubt about going concern if deal not completed by April 3, 2027 deadline. Why it matters: Trust per share accretion provides a modest buffer for potential redemptions. Declining cash and negative working capital underscore sponsor dependency. The deal's large scale ($6.75B asset contribution, $8.1B implied pre-money, $5.0B ELOC) suggests high complexity and risk of delay. Going concern warning elevates risk if the business combination fails to close. No changes to redemption deadline (April 3, 2027) or extension mechanics.

What changed: A Schedule 13G/A, which is a routine compliance exhibit and amendment to a statement of beneficial ownership filed under Section 13(d) of the Securities Exchange Act. The filing names AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as joint reporting persons. No share quantities, ownership percentages, acquisition dates, or transactional history are included in the provided excerpt. Consequently, there is no new information regarding SOUL’s redemption deadline, trust account value, extension procedures, target deal progress, or sponsor conduct. All ownership assertions are attributed exclusively to the three AQR entities as disclosed in this amendment. Why it matters: Because the excerpt contains zero numerical data, purpose-of-investment statements, or contractual acknowledgments, it offers no substantive updates on customer relationships, revenue metrics, market sizing, strategic direction, technology assets, partnership arrangements, litigation exposure, or executive personnel. Institutional names alone do not confirm arbitrage positioning versus long-term commitment, nor do they trigger any mechanical shifts to the existing redemption calendar or conversion threshold. Investors seeking concrete variables on trust allocation, sponsor incentives, or target validation will need to await filings that explicitly disclose share counts, price levels, or merger-definitive language.

What changed: Schedule 13G/A — an amended beneficial ownership report filed with the Securities and Exchange Commission. The filing identifies Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick as reporting parties updating their beneficial ownership positions for Soulpower Acquisition Corp. The provided excerpt contains no share quantities, percentage changes, acquisition dates, or transaction mechanics. It makes no references to the SPAC’s $10.49 trust value, the 2027-04-03 redemption deadline, extension proposals, merger deal progress, or sponsor conduct. No statements regarding customer contracts, revenue projections, addressable markets, proprietary technology, strategic partnerships, ongoing litigation, or executive personnel changes are included in the text. Why it matters: Beneficial ownership amendments typically disclose shifts in institutional stakes or changes in investment intent that could influence voting dynamics ahead of a business combination or redemption period. However, without disclosed share counts, percentage deltas, or purpose-of-acquisition statements, this excerpt does not provide evidence of capital allocation changes that would impact redemption flows, trust accounting, or timeline pressure. It reflects routine regulatory compliance by the named holders rather than a material shift in the security’s valuation framework, deadline mechanics, or deal trajectory.

What changed: A Form 8-K current report disclosing a director resignation under Item 5.02. Soulpower Acquisition Corporation publicly reported that Blake Janover resigned as a director effective April 1, 2026. The filing, executed and dated April 6, 2026, by Chief Executive Officer Justin Lafazan, states the departure occurred without any disagreement concerning the company’s operations, policies, or practices, and formally thanks Mr. Janover for his board service and contributions. Why it matters: This governance update removes one director from the board but leaves all investor mechanics and transaction timelines entirely unaffected. The April 3, 2027 liquidation deadline, the existing $10.49 per-share trust valuation, and any extension or redemption procedures remain unchanged. Because the registrant explicitly disclaims operational or strategic disputes, the event does not indicate sponsor misconduct, does not jeopardize the previously announced business combination, and introduces no new information regarding target due diligence progress. Beyond the leadership reduction, the document contains no disclosures pertaining to customer relationships, historical or projected revenue, total addressable market estimates, proprietary technology, channel partnerships, ongoing or threatened litigation, or alterations to sponsor/promoter compensation arrangements.

What changed: A Form 8-K Current Report disclosing the execution of a First Amendment to the Business Combination Agreement and attaching a joint press release that announces structural modifications to the proposed combination. First, regarding deal mechanics and trust/redemption parameters: The March 26, 2026, amendment to the November 24, 2025, business combination agreement restructures expense handling so each party bears its own costs, with the SPAC advancing funds via non-interest bearing 'Company Expense Loans' that carry no adjustment to the Merger Consideration or Company Net Asset Amount upon repayment. The amendment also corrects a representation on Company Class V Units from 2,500 to 250,000, refines merger consideration allocation between Class A and Class V units, and caps the BVI Banking License valuation in the 'Company Signing Net Asset Amount' definition at only amounts actually paid in equity. Second, regarding substantive claims about assets, strategy, and performance: Per a joint press release issued March 31, 2026, Soulpower Acquisition Corporation and SWB Holdings announced an adjusted asset contribution roadmap that removes certain items and adds a targeted acquisition of two Uruguayan corporations holding exclusive prospecting and exploration permits over four iron projects in the Department of Rivera, Uruguay, carrying conservative estimated resources of approximately 1,170 million tons of run-of-mine material. The same press release states that a pro forma post-transaction combined company valuation is currently expected at approximately $8.5 billion, calculated using the formulas in the Amended BCA, assumes agreed upon share valuations of $10.00 per share, and explicitly assumes zero redemptions from Soulpower’s trust account. The press release also confirms the SPAC’s April 2025 upsized IPO raised $250 million, outlines plans to launch a suite of international financial services targeting asset tokenization, and notes that control rests with The Lafazan Brothers LLC and its managing member and Chief Executive Officer Justin Lafazan, while Frank Candio chairs the SPAC special committee. Why it matters: Restructuring transaction expenses into interest-free SPAC advances without adjusting net asset floors protects redemption economics while altering near-term cash flow timing. The corrected Class V Unit count and restricted banking license accounting remove prior disclosure ambiguities ahead of the shareholder vote. The pivot to include 1,170 million tons of identified iron reserves materially broadens the pre-closing asset mix, though the press release cautions that final independent third-party valuations could trigger counterparty termination clauses if appraisals fall short. The updated closing window targets late Q2 or Q3 2026, leaving substantial runway before the April 3, 2027, termination date and reducing immediate extension pressure. Because the stated $8.5 billion headline figure is explicitly modeled on $10.00 per share pricing and a zero-redemption baseline, higher trust payouts would compress available deal proceeds unless PIPE financing is secured, making redemption behavior the primary variable affecting realized enterprise value. Outstanding BVI regulatory and Court approvals for the banking license remain an external execution constraint separate from the SEC timeline.

What changed: A Form 8-K combining Rule 425 written communications, specifically a First Amendment to the Business Combination Agreement and an accompanying joint press release. The First Amendment to the Business Combination Agreement, dated March 26, 2026, modifies the original November 24, 2025 contract by restructuring transaction expense liability so each party bears its own costs, while directing the SPAC to advance funds to the Company Entities as non-interest bearing loans repayable at Closing or termination without adjusting the Merger Consideration. The amendment also corrects Merger Consideration allocation phrasing to distinguish Class A Units from Class V Units, updates the represented count of outstanding Class V Units from 2,500 to 250,000, and restricts the BVI Banking License valuation component strictly to amounts paid in equity. A joint press release issued by Soulpower and Pubco on March 31, 2026, announces the exclusion of certain assets from pre-Closing contributions and the addition of a post-Closing acquisition involving two Uruguayan corporations holding prospecting permits for four iron projects carrying conservative estimated resources of approximately 1,170 million tons of run-of-mine material. The press release shifts the anticipated Closing window to late Q2 or Q3 2026, confirms a confidential Form S-4 submission on December 30, 2025 with a public filing expected during Q2 2026, and states the BCA Amendment received unanimous approval from both the Soulpower board of directors and its independent special committee. Why it matters: For investors tracking redemption mechanics, the amendment does not change the stated 2027-04-03 deadline or require a trust extension, but creates a direct repayment obligation for SPAC-advanced funds that accelerates upon termination or Closing. The press release explicitly projects a combined company pro forma valuation of approximately $8.5 billion based on a modeled $10.00 per share price and expressly conditions that projection on an assumption of zero redemptions from the trust account. The mathematical reallocation caused by correcting Class V Units from 2,500 to 250,000 fundamentally changes the exchange ratio calculus for target securityholders. Strategically, Pubco intends to launch with a large asset portfolio designed for stable book value and asset tokenization, anchored by the newly added uranium-permitting mining assets and a pending general banking license application to the BVI Financial Services Commission for SOUL WORLD BANK™. According to the filing, Soulpower raised $250 million in an April 2025 upsized IPO underwritten by Cantor Fitzgerald. The press release was co-authored by Justin Lafazan, Chairman & CEO of Soulpower, CEO of Pubco and SWB LLC, and managing member of controlling entity The Lafazan Brothers LLC, alongside Frank Candio, Director and Chairman of Soulpower’s Special Committee. All remaining closing conditions, shareholder voting requirements, and regulatory approvals for the banking license remain outstanding pending the forthcoming Proxy Statement/Prospectus.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Trust account held $257,619,976 ($10.30 per public share). Entered into business combination agreement with SWB LLC on November 24, 2025, with implied pre-money valuation of approximately $8.1 billion based on contributed assets valued at $6.75 billion. Issued working capital loans and subsequent promissory notes (A Note up to $785,000, B Note up to $2,500,000) to sponsor affiliate. Going concern uncertainty noted. Net interest income earned on trust of $7.6 million. Why it matters: The filing confirms ongoing redemption exposure at $10.30 per share, pending merger with SWB subject to conditions including minimum $250 million contribution closings and shareholder approval. Trust value provides a floor for redemptions. Sponsor financing arrangements suggest support but also potential dilution. Going concern warning indicates risk if deal fails. Correction of deferred underwriting fee error (immaterial) reflects accounting quality.

What changed: A Form 8-K current report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 disclosing a change in the board of directors. Ty Sagalow resigned as a director of Soulpower Acquisition Corporation effective March 23, 2026, with immediate effect. According to the filing, the departure was not triggered by any disagreement with the Company relating to operations, policies, or practices. Chief Executive Officer Justin Lafazan signed the filing on March 26, 2026, and the registrant publicly thanked Mr. Sagalow for his board service and contributions. Why it matters: Board composition directly influences the oversight of SPAC execution and sponsor conduct, yet the explicit statement that the resignation lacks underlying operational or policy disputes mitigates near-term governance risk. This personnel adjustment does not alter the public redemption process, the status of the initial business combination, or the statutory deadline to liquidate the trust on 2027-04-03. It also leaves the documented trust balance of $10.49 per share untouched. Investors tracking director tenures and potential warning signs of internal conflict have a clear data point indicating continuity rather than discord at this stage.