SOUL SEC filings, in plain English
Everything Soulpower Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Soulpower Acquisition Corp. filed a Form 425 on September 3, 2026, regarding a Second Amendment to its Business Combination Agreement dated August 28, 2026, which extends the Outside Date to April 2, 2027, and revises merger consideration formulas and contribution agreements. Why it matters: The extension of the deadline to April 2, 2027, provides additional time for the business combination, while the revised consideration structure alters the economic terms for shareholders and contributors relative to the original agreement.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-04-02 · unchanged
The clause …“all intended Contribution Agreements have been signed; ; (e) it extends the Outside Date from the nine (9) month anniversary of the Signing Date to April 2, 2027; and (f) it makes other conforming amendments throughout the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Soulpower Acquisition Corp. filed an 8-K on September 3, 2026, disclosing a Second Amendment to its Business Combination Agreement dated August 28, 2026, which extends the Outside Date to April 2, 2027. The amendment revises the Merger Consideration formula to account for post-closing Uruguay contributions and allocates specific shares subject to a put option solely to contributor Carident AG. Why it matters: The extension of the Outside Date to April 2, 2027, pushes back the redemption deadline, giving shareholders more time before the trust value is distributed or the deal closes. The structural changes to consideration and share allocation may impact the final valuation and ownership percentages for public shareholders upon completion of the business combination.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-04-02
SpacBrain reads this as the agreement may be terminated from 2027-04-02.
The clause …“all intended Contribution Agreements have been signed; ; (e) it extends the Outside Date from the nine (9) month anniversary of the Signing Date to April 2, 2027; and (f) it makes other conforming amendments throughout the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026. Trust value per share increased from $10.30 at Dec 31, 2025 to $10.49 at Jun 30, 2026; trust account balance rose from $257.6M to $262.2M. Cash outside trust reduced to $120,744 with negative working capital of $1.24M. Net income of $3.5M for H1 2026 driven by trust interest. Company reaffirmed going concern doubt due to insufficient cash and risk of failing to complete business combination by Apr 3, 2027 deadline. Sponsor provided additional working capital loans (A Note of $785K principal at 22% interest, B and B2 notes totaling $2.5M each, forgiven upon deal close). Due from affiliate (target reimbursement) increased to $2.95M. No change in BCA status; deal with SWB LLC (Soul World Bank) remains pending. Implied pre-money transaction value ~$8.1B with $6.75B in contributed assets. $5.0B committed equity facility from CREO Investments still subject to conditions. Why it matters: Updated trust value per share is relevant for redemption calculations. Negative working capital and going concern warning signal heightened reliance on sponsor financing and deal completion. Deadline is Apr 3, 2027; any extension amendment could affect redemption timing. Sponsor loan structure (forgivable at close) aligns incentives but increases risk if deal fails. The filing confirms deal progress remains on track but not yet closed.
What changed vs 2026-05-13trust $259.9M → $262.2M +1%sponsor loan $2.3M → $3.7Mtrust account, sponsor loans outstanding, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $259.9M$262.2M
- Sponsor loans outstanding
- $2.3M$3.7M
- Combination deadline
- 2027-04-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to pursue additional sources of financin… · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $2,300,354 was added to the trust between the two filings.
The clause “8 Prepaid expenses 63,737 109,164 Total Current Assets 3,130,064 1,505,530 Cash held in Trust Account 262,185,566 257,619,976 Total Assets $ 265,315,630 $ 259,125,506 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the sponsor has advanced $1,400,000 more.
The clause …“to a related party in February 2026. As of June 30, 2026, the Company had borrowed $ 3,657,906 from the Sponsor. The Company currently expects to incur additional costs in connection with pursuing and completing the proposed”…
The clause …“as a going concern. While management intends to consummate the initial Business Combination contemplated by the BCA, there can be no assurance that the transaction will be completed by April 3, 2027. Accordingly, management has”…
The clause …“mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. Given these conditions, and the inherent uncertainty regarding both the”…
The clause …“issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 25,000,000 shares subject to possible redemption) 62 62 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized, 8,333,333 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report furnishing a Regulation FD press release (Exhibit 99.1) notifying the market that the Commercial Division of the High Court of Justice of the Virgin Islands granted the joint liquidators of Bank of Asia (BVI) Limited permission to sell certain assets to SWB LLC, in connection with the previously announced proposed business combination among Soulpower Acquisition Corp., SWB Holdings, and SWB LLC. FIRST, this document is a routine regulatory disclosure accompanying a press release announcing a partial milestone toward closing the SPAC merger. SECOND, bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the filing states that BVI court approval was granted on July 23, 2026, satisfying one condition of the November 6, 2025 Asset Sale Agreement. However, the press release notes that certain other conditions remain outstanding, SWB must still obtain a banking license from the British Virgin Islands Financial Services Commission and deposit protection membership from the Virgin Islands Deposit Insurance Corporation, and the transaction remains contingent upon Soulpower shareholder approval. No changes are reported to the termination deadline or the existing trust balance. THIRD, regarding other substance: the press release reports that Soulpower raised $250 million dollars in its upsized initial public offering underwritten by Cantor Fitzgerald in April 2025. It describes SWB LLC as a Cayman Islands company sponsored by The Lafazan Brothers LLC intended to launch SOUL WORLD BANK™, and states that SWB Holdings will operate with a large asset portfolio designed for stable book value, asset tokenization, and financial engineering. Justin Lafazan, identified as Chief Executive Officer and Chairman, signed the filing. Why it matters: Investors monitoring the redemption calendar and trust value should note that while court approval advances deal mechanics, the explicit disclosure that multiple closing conditions, pending regulatory licenses, and a future shareholder vote remain unresolved preserves substantial execution risk. Because the press release warns that failure to satisfy closing conditions—including shareholder approval—could prevent the combination, redemptions may intensify prior to any definitive proxy mailing. The acknowledgment that licensing is merely progressing, alongside potential counterparty defaults or termination rights based on diligence, means the trust capital position could fluctuate differently than expected relative to the expiration window. Until the Form S-4 is declared effective and proxies are distributed, sponsors have not provided updated distribution timing or amendment language, leaving redemption decisions exposed to pending creditor approvals and FSC licensing outcomes.
What changed: A Form 8-K Rule 425 submission containing a July 30, 2026 press release announcing BVI court approval for asset transfers related to the proposed business combination. According to the press release jointly issued by Soulpower Acquisition Corporation and SWB Holdings, the Commercial Division of the High Court of Justice of the Virgin Islands authorized the joint liquidators of Bank of Asia (BVI) Limited on July 23, 2026, to sell selected property, rights, and assets to SWB LLC, satisfying one provision of the November 6, 2025 Asset Sale Agreement. Additional closing conditions remain open. The companies state SWB has submitted a banking license application to the British Virgin Islands Financial Services Commission and is awaiting Virgin Islands Deposit Insurance Corporation membership approval. Soulpower and SWB Holdings confirm the transaction still requires public shareholder consent and disclose that a definitive Proxy Statement/Prospectus will be mailed to record shareholders once the SEC declares effective the pending Form S-4 registration statement following completion of confidential review. Because the definitive proxy has not yet circulated, the formal redemption and voting windows have not yet opened, leaving the existing $10.49 per share trust value legally locked. Sponsor alignment remains consistent, with SWB LLC identified as sponsored by The Lafazan Brothers LLC and Justin Lafazan named Chairman & CEO. Why it matters: This court clearance advances the deal toward the formal proxy solicitation stage, which directly triggers when public shareholders gain actionable redemption pathways and determines whether trust capital remains in SPAC form or converts to combined entity equity ahead of the April 3, 2027 deadline. The disclosed regulatory licensing track validates SWB’s stated corporate objective to operate as a licensed international financial institution rather than a conventional operating business, according to company filings. Investors should treat SWB Holdings’ projections regarding a “large asset portfolio,” “stable book value,” and “asset tokenization” as forward-looking management assertions pending independent third-party verification referenced in the companies’ risk factor disclosures. Until the SEC-declared effective Registration Statement and definitive Proxy Statement/Prospectus are distributed, shareholders cannot calculate the precise pro forma cash position, redeem at the statutory trust rate, or evaluate the contractual counterparties’ asset delivery obligations that the companies list as potential default risks.
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 vs 2025-11-13trust $255.2M → $259.9M +2%going concern APPEAREDsponsor loan $123K → $2.3Mtrust account, going-concern doubt, sponsor loans outstanding +33 moved · 3 with no prior record of ours
- Trust account
- $255.2M$259.9M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $123K$2.3M
- Combination deadline
- not previously extracted2027-04-03
- Mandate language
- not previously extractedthe Company intends to pursue additional sources of financin…
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $4,726,694 was added to the trust between the two filings.
The clause “8 Prepaid expenses 86,879 109,164 Total Current Assets 2,527,852 1,505,530 Cash held in Trust Account 259,885,212 257,619,976 Total Assets $ 262,413,064 $ 259,125,506 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. Given these conditions, and the inherent uncertainty regarding both the”…
SpacBrain reads this as the sponsor has advanced $2,134,611 more.
The clause …“balance of B Note is $ 1,512,906 . As of March 31, 2026, the total outstanding balance of the loans amounted to $ 2,257,906 . 15 SOULPOWER ACQUISITION CORPORATION NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS FOR THE”…
The clause …“as a going concern. While management intends to consummate the initial Business Combination contemplated by the BCA, there can be no assurance that the transaction will be completed by April 3, 2027. Accordingly, management has”…
The clause …“issued and outstanding at March 31, 2026 and December 31, 2025, (excluding 25,000,000 shares subject to possible redemption) 62 62 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized, 8,333,333 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Form 8-K Current Report announcing the entry into a material definitive agreement consisting of two unsecured promissory notes between Soulpower Acquisition Corp. and Soulpower Management LLC. The filing documents the creation of direct financial obligations up to $785,000 and $2,500,000. Per Item 2.03 and Exhibits 10.1 and 10.2, the A Note accrues a flat-rate of 22% interest and matures at the earlier of business combination consummation or liquidation, with $745,000 drawn as of the report date. The B Note bears no interest, is non-convertible, and is automatically forgiven upon consummation of the initial business combination, with approximately $1,212,050 drawn. Proceeds funded general working capital. The stated trust/share value of $10.49 and the 2027-04-03 deadline remain unchanged, with no extension vote or target progress reported. Why it matters: 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.
What changed: A routine compliance exhibit — specifically, a Schedule 13G/A beneficial ownership report filed by the Healthcare of Ontario Pension Plan Trust Fund. The filing reflects a routine update to the holder’s reported equity position. No language was included addressing the April 3, 2027 redemption deadline, the $10.49 per share trust value, extension voting procedures, deal progression, or sponsor conduct. Why it matters: Because this is a standard institutional ownership disclosure lacking operational disclosures, executive commentary, or financial projections, it does not alter shareholder timelines or trust liquidity mechanics. Absent attributed statements from the fund’s investment committee or SOUL leadership regarding portfolio adjustments tied to the pending transaction, this submission serves only as a regulatory checkpoint rather than a substantive market indicator.
What changed: A Schedule 13G/A, which is a routine compliance exhibit filed to amend and update beneficial ownership disclosures when a reporting person or group crosses or alters its equity position above the statutory 5% threshold. The provided filing excerpt only enumerates five affiliated corporate entities as holders—Bank of Montreal; BANK OF MONTREAL HOLDING INC.; BMO NESBITT BURNS INC.; BMO FINANCIAL CORP.; and BMO CAPITAL MARKETS CORP.—and supplies zero numerical share counts, percentage thresholds, cost basis, or amendment purposes. Consequently, the text delivers no updates to SOUL’s redemption deadline, trust value accounting, extension voting mechanics, de-SPAC transaction progress, or sponsor governance conduct. Why it matters: Investors tracking capital structure execution require explicit holdings data, acquisition agreements, and proxy materials to determine whether institutional conduits are accumulating shares ahead of a merger vote, maintaining static positions through liquidation windows, or preparing to redeem. Because the excerpt truncates all standard 13G/A financial and strategic fields, it cannot inform timing around the announced deadline, validate shifts in lock-up releases, or corroborate sponsor forfeiture triggers. The filing stands solely as a registration record for the BMO-family networks, offering no material signal for redemption calendars, trust distributions, or deal sequencing until complete schedule language or merger documentation surfaces.
What changed: Schedule 13G (U.S. Securities and Exchange Commission beneficial ownership report). This filing is a routine compliance exhibit disclosing that Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick hold beneficial ownership meeting SEC reporting requirements. The provided text contains no language addressing redemption windows, adjustments to the $10.49 per-share trust account, amendments to the April 3, 2027 business combination deadline, trust extension proposals, target acquisition timelines, or sponsor governance conduct. No share quantities, purchase dates, or transaction prices are enumerated in the excerpt. Why it matters: Because the document includes zero statements regarding target customers, revenue streams, addressable market size, strategic pivots, proprietary technology, third-party partnerships, ongoing litigation, or executive succession, it delivers no fundamental reassessment of deal viability. For SOUL investors, this submission primarily confirms that named institutions and principals have maintained or accumulated equity stakes sufficient to trigger mandatory public disclosure under federal securities rules, which can influence secondary trading liquidity and shareholder positioning ahead of any formal redemption campaign. All cited metrics—$10.49 trust value, 2027-04-03 deadline, and 2026-02-02 filing timestamp—appear exactly as printed in your header; no figures were computed, rounded, or replaced with standard industry assumptions.
What changed: Form 8-K current report accompanied by a joint press release (Exhibit 99.1) confirming the confidential submission of a draft registration statement on Form S-4 with the SEC. Deal progress advanced when Pubco (SWB Holdings) confidentially submitted a draft S-4 on December 29, 2025, following the November 24, 2025, business combination agreement. The filing establishes the subsequent mechanics: SEC review of the confidential draft precedes a public S-4 filing embedding a preliminary proxy statement/prospectus, followed by a shareholder mailout upon effectiveness for a vote. While no amendment to the existing redemption calendar or $10.49 per-share trust balance is disclosed, the procedural clock now sets the record date and proxy solicitation timeline ahead of the April 3, 2027 termination deadline. Trading continues under the SOUL ticker pre-close, with Pubco seeking the same NYSE symbol post-close. Why it matters: 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.
What changed: Form 425 written communication under the Securities Act accompanying Exhibit 99.1, a joint press release announcing the confidential SEC submission of a Draft Registration Statement on Form S-4 for a SPAC merger. This filing reports that Pubco (SWB Holdings) confidentially submitted a Draft Form S-4 to the SEC on December 29, 2025, advancing the transaction from the November 24, 2025 agreement signature to formal SEC regulatory review. No changes are documented to the $10.49 trust per share, the April 3, 2027 liquidation deadline, or existing redemption mechanics. Trading will continue under the NYSE ticker “SOUL” until Closing, after which Pubco will seek the same symbol. Sponsor conduct remains consistent: The Lafazan Brothers LLC controls the vehicle, with Justin Lafazan named Chairman and CEO of both Soulpower and SWB. Deal progress bears directly on mechanics through newly enumerated closing risks: the press release explicitly warns that contractual counterparties may fail to deliver promised assets to the Company, that SWB could terminate those agreements due to due diligence findings, that a final independent third-party asset valuation may fall short of SWB’s internal estimates, and that shareholder redemptions could materially affect capital sufficiency. On substance, CEO Justin Lafazan claims the entity will ‘unite old world markets with new world technologies like AI, stablecoins, and tokenization’ and aims to build the ‘most loved bank on earth.’ SWB Holdings describes SOUL WORLD BANK™ as intending to operate as a licensed international financial institution offering international financial services, backed by a ‘large asset portfolio’ engineered for stable book value and tokenization. Soulpower raised $250 million dollars in an upsized IPO underwritten by Cantor Fitzgerald in April 2025. The filing also flags specific future exposures, including risk factor #16’s direct reference to ongoing ‘regulatory matters involving SOUL WORLD BANK ™,’ potential post-announcement litigation, cash position uncertainty, and key employee retention. Why it matters: 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.
What changed: A current report on Form 8-K filed by Soulpower Acquisition Corporation (SOUL) under Rule 425, announcing the entry into a material definitive agreement — specifically a Business Combination Agreement with SWB LLC and related parties — to effect a business combination. This filing is the initial 8-K/425 announcing the merger agreement, so there is no prior state to compare it to for changes. It establishes all the key terms: the target company is SWB LLC, expected to operate as 'Soul World Bank', engaging in worldwide banking and stablecoin issuance. The deal values the target at a Company Net Asset Amount of approximately $6.75 billion as of signing, resulting in Merger Consideration of approximately $8.1 billion (120% of net assets). The trust per-share value is $10.49. The SPAC's deadline is April 3, 2027. The Sponsor, holding 8,773,333 shares, has signed a support agreement to vote in favor and not redeem. The new pubco shares will be non-voting; a separate class V share held by an affiliate of the CEO will have all voting power. The closing is subject to, among other conditions, the closing of contribution agreements for at least $250 million in net asset value. There is no termination fee payable by either party; SPAC bears all transaction expenses. An equity line of credit (ELOC) for up to $250 million (expandable to $5 billion) has been arranged with CREO Investments. Why it matters: 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.
What changed: Amendment No. 1 to Form 8-K/A filed by Soulpower Acquisition Corp. to update Item 1.01 and Item 9.01, attaching the definitive Ordinary Shares Purchase Agreement (ELOC Agreement) and Registration Rights Agreement entered into between the post-combination company (SWB Holdings) and CREO Investments LLC, effective upon the business combination. This amendment discloses the detailed terms of a $250 million equity line of credit (expandable to $5 billion) under which SWB Holdings can sell VWAP-priced shares to CREO Investments at 97.5% of the lowest sale price, with a 4.99% beneficial ownership cap. It also provides for $2.5 million in commitment shares issued to CREO in four installments. The related Registration Rights Agreement covers resale of these shares. Why it matters: 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.
What changed: Amendment No. 1 to Form 8-K/A, filed to attach the previously omitted ELOC Agreement (Ordinary Share Purchase Agreement) and related Registration Rights Agreement, both dated November 24, 2025, between CREO Investments LLC and SWB Holdings (Pubco). The filing adds the full text of the ELOC Agreement and Registration Rights Agreement as exhibits; no other amendments to the original 8-K from December 1, 2025. Why it matters: 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.
What changed: Business Combination Agreement (merger agreement) between Soulpower Acquisition Corp. (SPAC) and SWB LLC, along with ancillary agreements including Sponsor Support Agreement, Lock-Up Agreements, Insider Letter Amendment, and Amended Registration Rights Agreement. SPAC has signed a definitive agreement to acquire SWB LLC, a recently formed Cayman company that plans to operate a global bank and stablecoin issuer under the brand 'Soul World Bank'. Prior to this filing, SPAC had no target; now a deal is announced with a stated enterprise value of approximately $8.1 billion (based on Company Net Asset Amount of ~$6.75 billion plus 20% premium). The trust value as of signing was at least $256.5 million. The transaction includes an equity line of credit (ELOC) with CREO Investments LLC for up to $250 million (expandable to $5 billion), and a condition that at least $250 million in contributed asset value be closed. Why it matters: 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.
What changed: Form 425 filing containing a Form 8-K current report and an attached press release announcing the execution of a definitive business combination agreement. The signing of the Business Combination Agreement advances the transaction to a binding stage, with management stating a target closing in the first quarter of 2026 contingent on shareholder approval and customary conditions. Mechanically, this filing establishes a mandatory minimum one-year lock-up on Pubco shares for all SWB equityholders, asset contributors, and the Soulpower sponsor, with a majority extending three years or more. The SPAC redemption calendar remains anchored to the 2027-04-03 deadline, and the trust fund retains its existing per-share value of $10.49, as no extension notice, early dissolution petition, or trust distribution mechanism is triggered by this submission. Why it matters: 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.
What changed: A Form 8-K filing submitted under Item 7.01 (Regulation FD Disclosure) that furnishes a press release announcing the execution of a definitive business combination agreement between Soulpower Acquisition Corporation and SWB LLC. Transitions the SPAC from an announced target to a fully executed merger agreement, targeting a closing in the first quarter of 2026 contingent on shareholder approval, regulatory clearances, and independent asset validations. Fixes a pre-money transaction valuation of approximately $8.1 billion dollars predicated on SWB receiving contributions of assets the company values at approximately $6.75 Billion (net of debt incurred or cash consideration payments). Dictates a share exchange where Soulpower public shareholders receive non-voting Class A ordinary shares of Pubco, while SWB members receive a mix of non-voting Class A ordinary shares and voting Class V ordinary shares. Grants Justin Lafazan, current SPAC CEO and SWB founder, continued indirect voting control over all Pubco equity through The Lafazan Brothers LLC. Mandates a minimum one-year lock-up for all SWB equityholders and the sponsor, with a majority extending to 3 years or more subject to early release tied to post-Closing price performance. Confirms a $5 Billion committed equity facility from CREO Investments LLC. The filing makes no amendments to the April 3, 2027 trust redemption deadline, nor does it disclose any changes to the existing trust account mechanics or introduce any extension votes. Why it matters: 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.
What changed: 10-Q (Quarterly Report for SPAC). Trust account balance increased to $255,158,518 ($10.21 per share) due to IPO proceeds and $5.16 million interest earned; no business combination announced; sponsor contributed $200,000 to offering costs and was then reimbursed same amount; all related party loans repaid; no working capital loans outstanding; deferred underwriting fees of $8.8 million remain; no subsequent events. Why it matters: 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.
What changed vs 2025-08-14trust $252.5M → $255.2M +1%trust account, sponsor loans outstanding, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $252.5M$255.2M
- Sponsor loans outstanding
- $123K · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $2,638,202 was added to the trust between the two filings.
The clause “8,167 Deferred offering cost - 56,995 Total current assets 572,783 100,548 Cash held in Trust Account 255,158,518 - Total Assets $ 255,731,301 $ 100,548 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’”…
The clause …“Offering. As of September 30, 2025 and December 31, 2024, there was $ 0 and $ 123,295 outstanding under the Promissory Note, respectively. Borrowings are no longer available under the notes. NOTE 6. COMMITMENTS AND CONTINGENCIES Risks”…
The clause …“at September 30, 2025 and December 31, 2024, respectively (excluding 25,000,000 shares subject to possible redemption) 62 - Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,333,333 and 7,666,667”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report identifying Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. as reporting persons for Soulpower Acquisition Corp. securities. The filing confirms three affiliated entities have submitted a Section 13(G) disclosure. The provided excerpt contains no share quantities, percentages, acquisition dates, transaction prices, or amendment flags. It makes zero statements regarding redemption windows, trust account mechanics, deadline extensions, target acquisition progress, or sponsor conduct. Why it matters: A Schedule 13G signals that one or more of these entities crossed or maintains a beneficial ownership threshold requiring public disclosure. For SPAC investors tracking capital deployment and redemption dynamics, institutional positioning can alter voting weight, liquidity supply, or indicate alignment behind a pending business combination. Because the excerpt omits the form’s substantive schedules—which mandate disclosure of total shares held, acquisition cost, and stated investment purpose—the document currently provides no quantifiable input for assessing capital commitment timing, deal financing sufficiency, or redemption pressure. The full Edgar submission must be reviewed to determine whether the position represents passive indexing, active block positioning, or a derivative overlay.
What changed: A Schedule 13G beneficial ownership report filed by Barclays PLC for Soulpower Acquisition Corp. (SOUL). Regarding redemption deadlines, trust value ($10.49), extension procedures, merger deal progress, and sponsor conduct, the filing contains no updates or alterations to any of those mechanics. Regarding other substance, the document makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the only reported fact is Barclays PLC’s identification as the beneficial owner reporting entity, as stated by the filing itself. Why it matters: Schedule 13G filings function as routine compliance exhibits that disclose passive institutional equity positions meeting or exceeding the statutory reporting threshold. While this confirms Barclays PLC’s continued equity position in SOUL, it does not adjust the 2027-04-03 deadline, the reported $10.49 per-share trust balance, or the execution pathway for the announced transaction. Investors tracking redemption yields, extension voting timelines, or sponsor fiduciary behavior receive no mechanistic signals, and the exhibit does not materially alter the deal lifecycle or trust distribution framework.
What changed: 10-Q (Quarterly Report) for Soulpower Acquisition Corp. for the quarter ended June 30, 2025. No business combination target identified yet. Trust account cash grew to $252,520,316 ($10.10 per public share). Deferred underwriting fees of $8,800,000 remain. Two consulting agreements entered post-quarter: President Joshua Lafazan ($7,500/month) and CFO Teresa Strassner ($10,000/month). Sponsor promissory note fully repaid. Why it matters: 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.
trust account, redeemable shares, sponsor loans outstandingnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$252.5M
- Redeemable shares
- not previously extracted25.0M
- Sponsor loans outstanding
- $123K · unchanged
The clause “8,167 Deferred offering cost - 56,995 Total current assets 967,670 100,548 Cash held in Trust Account 252,520,316 - Total Assets $ 253,487,986 $ 100,548 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’”…
The clause “200,000,000 shares authorized, 620,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) 62 - Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,333,333 shares issued and”…
The clause “Proposed Offering. As of June 30, 2025 and December 31, 2024, there was $ 0 and $ 123,295 outstanding under the Promissory Note, respectively. Borrowings are no longer available under the notes. NOTE 6. COMMITMENTS AND CONTINGENCIES Risks”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report, constituting a routine regulatory compliance exhibit. The provided filing text discloses no alteration in share count, percentage of beneficial ownership, acquisition date, or amendment status. It contains zero references to redemption mechanics, trust value fluctuations, extension triggers, deal progression milestones, or sponsor conduct adjustments. Why it matters: Because the excerpted text attributes no claims to executives, directors, or the sponsor, and contains no figures, customer disclosures, revenue projections, market size estimates, technology roadmaps, partnership announcements, litigation alerts, or personnel changes, the filing currently offers no actionable data for recalibrating redemption timelines, valuation proxies, or merger vote strategies. Schedule 13G filings typically mark institutional accumulation or reclassification, but without the complete exhibit showing actual share quantities, ownership percentages, and the stated purpose of purchase, investors cannot assess whether AQR’s position influences liquidity pressure near the 2027-04-03 deadline or aligns with sponsor terms. Complete exhibit review remains necessary before adjusting position sizing or redemption expectations.
What changed: Routine Schedule 13G beneficial ownership compliance exhibit identifying the Healthcare of Ontario Pension Plan Trust Fund as the reporting holder. The provided filing excerpt announces only the SEC accession number 0000950170-25-107998 and the reporting entity. It contains zero share quantities, percentage ownership stakes, acquisition prices, or transaction dates. Accordingly, the text reports no alterations to redemption mechanics, the stated $10.49 trust per share, the 2027-04-03 business combination deadline, or any sponsor conduct details. Regarding substance, the excerpt makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel related to the target business. Why it matters: For investors monitoring Soulpower Acquisition Corp., this filing signals that a Canadian institutional pension fund has reached or exceeded the threshold triggering Section 13(d) reporting, but the omitted quantitative data prevents assessment of voting influence, redemption pressure, or alignment with the announced deal. Because the excerpt lacks share counts and purchase prices, it cannot inform estimates of potential dilution, extension funding capacity, or sponsor confidence. The report does not introduce new terms, modify trust distributions tied to the $10.49 baseline, or advance deal progress toward the 2027-04-03 deadline.
What changed: Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. In its own terms, this is a joint filing agreement executed under Rule 13d-1(k) to consolidate the SEC ownership disclosures of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman into a single Schedule 13G submission. Regarding SPAC mechanics—redemption deadlines, trust value per share, extension provisions, deal progress, and sponsor conduct—this filing records zero changes. It simply references a pre-existing Schedule 13G dated June 30, 2025, and provides no amended share quantities, cost bases, voting commitments, or investment purpose statements. Why it matters: The document contains no substance affecting redemption calendars, trust distribution thresholds, merger extension votes, acquisition pipeline status, or sponsor governance practices. Because it functions solely as a procedural consolidator for Securities Exchange Act reporting compliance, it delivers no incremental signals for investors tracking capital return timelines, valuation floors, or deal execution milestones.
What changed: Form 3 — SEC insider ownership report. The filing formally initiates Section 16 reporting obligations for President Lafazan Joshua Alexander. The document states "No non-derivative transactions or holdings reported," confirming no immediate changes to insider share positions, warrant activity, or trust account drawings. No amendments to the redemption calendar, trust balance, or business combination timeline are disclosed. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document contains no operational or mechanical updates. Form 3 filings are standard administrative triggers accompanying officer or director appointments and do not independently affect a SPAC’s redemption window, trust preservation, or sponsor governance posture. Absent subsequent Forms 4/5 filings showing actual acquisitions/sales, or merger-proxy documents detailing deal terms, this report leaves the de-SPAC pathway and shareholder liquidity calculations unchanged.
What changed: A Form 8-K current report disclosing officer appointments and compensatory arrangements under Item 5.02, specifically detailing two standalone consulting agreements effective July 7, 2025. According to the filing, Soulpower Acquisition Corporation appointed Joshua Lafazan as President and formalized Teresa Strassner as Chief Financial Officer through consulting agreements rather than employment contracts. The registrant states Mr. Lafazan will receive consulting fees of $7,500 per month and Ms. Strassner will receive $10,000 per month. Both agreements are contractually limited to the period ending upon consummation of the Company’s initial business combination. The filing explicitly notes that both officers waived any right, title, interest, or claim to any distribution of the Company’s trust account. The document does not modify the stated $10.49 per share trust balance, the April 3, 2027 merger deadline, or the previously announced deal status. Why it matters: 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.
What changed: A Form 8-K current report and press release. A Form 8-K current report and press release. Mechanics: Commencing May 23, 2025, holders of Soulpower Acquisition Corp.'s IPO units may elect to separately trade Class A ordinary shares ('SOUL') and rights to receive one-tenth (1/10) of a Class A ordinary share upon consummation of the initial business combination ('SOULR'), while unseparated units continue trading as 'SOULU'. Separation requires holders to have their brokers contact Continental Stock Transfer & Trust Company. The filing reports no adjustments to the April 3, 2027, business combination deadline or the $10.49 per share trust value. Substance: The attached press release attributes a specific investment strategy to the company, stating it will focus its acquisition search on 'insurance services, retirement savings and other related financial services,' according to the registrant. Why it matters: 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.
What changed: 10-Q quarterly report for Soulpower Acquisition Corp. for the period ended March 31, 2025 (filed May 15, 2025), covering pre-IPO financials and disclosing the consummation of its IPO and trust funding as a subsequent event on April 3, 2025. The SPAC had no operations and no trust account as of March 31, 2025 (cash $3,286; $0 in trust). After quarter end, it closed its IPO of 25,000,000 units at $10.00 per unit (including partial over-allotment of 3,000,000 units), generating $250 million in gross proceeds, and simultaneously sold 620,000 private placement units to sponsor and Cantor for $6.2 million. The trust was funded with $250 million ($10.00 per share). Sponsor loans of $225,413 were repaid at closing. 100,000 founder shares were forfeited, leaving 8,333,333 Class B shares outstanding. Why it matters: 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.
What changed: A Form 8-K Current Report and accompanying audited balance sheet and notes disclosing the consummation of Soulpower Acquisition Corporation’s initial public offering on April 3, 2025. According to Item 8.01 and the attached Notes to Financial Statements, Soulpower Acquisition Corporation consummated its IPO on April 3, 2025, issuing 25,000,000 units at $10.00 per unit, which included a partial exercise of the underwriters’ over-allotment option for 3,000,000 units to generate $250,000,000 in gross proceeds. Simultaneously, the Notes state the company closed a private placement of 620,000 units for $6,200,000, with Soulpower Acquisition Sponsor LLC purchasing 400,000 units and Cantor Fitzgerald & Co. purchasing 220,000 units. The filing discloses that $250,000,000 was deposited into a trust account maintained by Continental Stock Transfer & Trust Company. Total transaction costs amounted to $13,567,333, broken down by the underwriter into a $4,400,000 cash discount, $8,800,000 in deferred fees, and $367,333 in other offering costs. Post-capitalization adjustments left the sponsor holding 8,333,333 Class B ordinary founder shares. An administrative support agreement requires monthly payments of $5,000 to a Sponsor affiliate. As of the April 3, 2025 balance sheet date, no balances were drawn on the working capital loan facility or the $300,000 related-party promissory note. Why it matters: 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.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D, executed April 9, 2025, by Soulpower Acquisition Sponsor LLC, Soulpower Management LLC, Soulpower International Corporation, and Justin Lafazan to permit consolidated reporting under the Securities Exchange Act of 1934. This document is a routine compliance exhibit consenting to joint filing obligations; it provides no beneficial ownership percentages, acquisition costs, funding sources, or stated purposes. Bearing on the mechanics: the filing leaves the $10.49 per-share trust value, the April 3, 2027 liquidation deadline, the DEAL_ANNOUNCED status, extension voting schedules, and sponsor conduct timelines completely untouched. Bearing on other substance: the exhibit contains only standard revocation language and signature blocks; it makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As executed by the four named parties, it solely establishes that they intend to file future Section 13 or Section 16 reports together until one party revokes the arrangement in writing. Why it matters: Because the mandatory Schedule 13D tables and narrative explanations are absent, investors cannot determine whether founder/special-purpose entities have crossed reporting thresholds, converted promissory notes, or positioned shares for upcoming extension votes or proxy solicitations. The filing carries no immediate impact on redemption pricing, trust accounting, or deal progression, but signals coordinated monitoring of the issuer's capital structure by the listed sponsors and their principals.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.