Form 8-K

8-K — Soulpower Acquisition Corp.

Accession: 0001493152-26-041389

Filed: 2026-09-03

Period: 2026-08-28

CIK: 0002025608

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 28, 2026

Soulpower

Acquisition Corporation

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42582

98-1793430

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

250

West 55th Street, 17th Floor, New York, New York 10019

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: 201-282-6717

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units,

each consisting of one Class A ordinary share and one right

SOULU

New

York Stock Exchange

Class

A ordinary shares, par value $0.0001 per share

SOUL

New

York Stock Exchange

Rights,

each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business

combination

SOULR

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

August 28, 2026, Soulpower Acquisition Corporation (the “Company”), SWB Holdings, a Cayman Islands exempted company (“Pubco”),

and SWB LLC, a Cayman Islands limited liability company (“SWB”), entered into a Second Amendment (the “Second Amendment”)

to that certain Business Combination Agreement, dated November 24, 2025 (as amended by the First Amendment to Business Combination Agreement

dated March 26, 2026, and as further amended, the “Business Combination Agreement”), by and among the Company, Pubco,

SWB and the other parties thereto.

The

Second Amendment makes the following key changes to the Business Combination Agreement: (a) it amends the structuring of

certain contribution agreements, including revising the treatment of the Uruguay Contribution Agreement to acknowledge the applicable

contribution after Closing in exchange for $5,000,000 in cash and the potential issuance of Pubco Class A Ordinary Shares upon meeting

certain milestones and earnout targets after the contribution; (b) it revises the Merger Consideration formula in Section

1.11 to (i) account for the Class V Merger Consideration being increased by the amount of the Uruguay contributions even though the

Uruguay contribution will occur after the Closing and (ii) to allocate the shares being issued to the contributor Carident AG that are

subject to a put option under the Contribution Agreement with Carident AG solely to Carident AG and to remove those shares from being

included in the Class V Merger Consideration; (c) it revises the definition of Company Net Asset Amount to clarify the

treatment of assumed debt and also to account for the fact that all intended Contribution Agreements have been signed; (d) it removes

the interim covenants for Additional Contribution Agreements, revises the related closing condition for Contribution Agreements and makes

other conforming changes to account for the fact that 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 Combination Agreement.

The

foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to

the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated herein by reference. Capitalized

terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination

Agreement (including the Second Amendment).

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

2.1*

Second Amendment to Business Combination Agreement, dated August 28, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

* The exhibits and schedules

to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The

Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and

schedules upon its request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Soulpower

Acquisition Corporation

By:

/s/

Justin Lafazan

Name:

Justin

Lafazan

Title:

Chief

Executive Officer

Dated:

September 3, 2026

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit 2.1

SECOND

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This

Second Amendment (this “Amendment”) to the Business Combination Agreement is made and entered into effective

as of August 28, 2026, by and among (i) Soulpower Acquisition Corporation, a Cayman Islands exempted company (together

with its successors, “SPAC”), (ii) SWB Holdings, a Cayman Islands exempted company (together with its

successors, “Pubco”), and (iii) SWB LLC, a Cayman Islands limited liability company (together with its

successors, the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective

meanings assigned to such terms in the BCA (defined below).

WHEREAS,

(i) SPAC, (ii) Pubco, (iii) SAC Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco, (iv) SWB

Merger Sub LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of Pubco, and (v) the Company are parties to

that certain Business Combination Agreement made and entered into as of November 24, 2025 (as amended by the First Amendment to Business

Combination Agreement on March 26, 2026, the “Original BCA”);

WHEREAS,

pursuant to Section 10.9 of the Original BCA, the Original BCA can be amended by execution of a written instrument signed by SPAC, Pubco

and the Company; and

WHEREAS,

the parties desire to amend the Original BCA on the terms and conditions set forth herein (as amended, including by this Amendment, the

“BCA”).

NOW,

THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the

terms of the BCA, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Amendments

to Address Changes to Structuring of Certain Contributions and Acknowledgement of No Further Additional Contribution Agreements.

(a)

Clauses (i) and (ii) of the second WHEREAS clause is hereby deleted in its entirety and replaced with the following:

“(i) certain

contribution agreements (the “Contribution Agreements”), with investors

(the “Contribution Investors”) for those Contribution Investors

to contribute certain real estate and mineral rights property and equipment and related assets

or equity of entities holding such assets (together, the “Contributed Assets”)

to the Company (or a Subsidiary of the Company) immediately prior to the Closing in exchange

for non-voting membership interest units of the Company, except with respect to the Amended

and Restated Contribution Agreement by and among the Company, Pubco and certain contributors

named therein relating to the Uruguay entities Bisland SA and Los Naranjos SA (the “Uruguay

Contribution Agreement”), pursuant to which the Contributed Assets thereunder

will be contributed shortly after the Closing in exchange for $5,000,000 in cash to be paid

by SWB or Pubco upon the closing of such contribution, the potential issuance of up to 5,000,000

Pubco Class A Ordinary Shares (the “Uruguay Milestone Shares” after

the Closing subject to certain milestones under Section 2 of the Uruguay Contribution Agreement

being satisfied and the potential issuance of up to 111,500,000 Pubco Class A Ordinary Shares

(the “Uruguay Earnout Shares” and, together with the Uruguay Milestone

Shares, the “Uruguay Shares”) thereafter subject to certain earnout

milestones under Section 3 of the Uruguay Contribution Agreement being satisfied;

(ii) asset

management agreements and Independent Contractor Agreements (collectively, the “Asset

Management Agreements”) with the Contribution Investors relating to the management

of the Contributed Assets;”

(b)

Clauses (v) of the second WHEREAS clause is hereby amended to delete the parenthetical “(including any Additional Contribution

Agreements)” and replace it with the following “(including the Uruguay Contribution Agreement)”.

1.11 of the BCA is hereby deleted in its entirety and replaced with the following:

“1.11 Merger

Consideration for Company Equityholders. Subject to and upon the terms and conditions of this Agreement, the aggregate

consideration to be paid to Company Equityholders pursuant to the Company Merger (the “Merger

Consideration”) shall be an amount, expressed in U.S. Dollars, equal to the sum of (i) one hundred and twenty percent

(120%) of the Company Net Asset Amount, plus (ii) twenty percent (20%) of the Uruguay Contribution Amount (as defined below), plus

(iii) $60,000,000, representing the 6,000,000 Pubco Class A Shares underlying the Put Option Agreement (as defined in the

Carident Contribution Agreement) pursuant to the Carident Contribution Agreement (the “Put Option

Amount”). For purposes hereof, the “Uruguay Contribution Amount” means an amount equal to

the product of (x) the total number of potential Uruguay Shares under the Uruguay Contribution Agreement multiplied by (y) $10.00

per share. The Merger Consideration will be paid in the form of Pubco Ordinary Shares (the “Company Merger

Shares” and collectively with the SPAC Merger Shares, the “Merger Shares”), each valued at

Ten U.S. Dollars ($10.00) per share, with holders of Company Class A Units receiving Pubco Class A Ordinary Shares for their Company

Class A Units and holders of Company Class V Units receiving Pubco Class V Ordinary Shares for their Company Class V Units. The

Company shall provide SPAC with a certificate setting forth the amount of the Merger Consideration to be paid at Closing, together

with the calculation of the Company Net Asset Amount and all supporting documentation, at least five (5) Business Days prior to the

Closing. In accordance with the Company LLC Agreement, (a) the holders of Company Class A Units will receive in the aggregate an

amount equal to the Company Net Asset Amount (the “Class A Merger Consideration”) for their Company Class

A Units, with each holder receiving its pro rata portion of the Class A Merger Consideration based on the number of Company Class A

Units held as a percentage of the total issued and outstanding Company Class A Units (except that the Put Option Amount will be

allocated solely to Carident) (such holder’s “Class A Pro Rata Share”), and (b) the holders of

Company Class V Units will receive in the aggregate an amount equal to the sum of (i) twenty percent (20%) of the Company Net Asset

Amount (for the avoidance of doubt, excluding the Put Option Amount), plus (ii) twenty percent (20%) of the Uruguay Contribution

Amount (the “Class V Merger Consideration”) for their Company Class V Units, with each holder receiving

its pro rata portion of the Class V Merger Consideration based on the number of Company Class V Units held as a percentage of the

total issued and outstanding Company Class V Units (such holder’s “Class V Pro Rata

Share”).

(d)

Section 5.7(c) of the BCA is hereby amended to delete the phrase “, including any Additional Contribution Agreements entered into

in compliance with Section 6.18(a),” each time it appears therein.

(e)

The Company Disclosure Schedules are hereby amended to add the disclosures set forth in Schedule 5.7(c) attached hereto.

(f)

Sections 6.2(a) and 6.2(b) of the BCA are hereby amended to delete the phrase “or Additional Contribution Agreements entered into

during the Interim Period in accordance with Section 6.18” each time it appears therein.

(g)

Section 6.18(a) of the BCA is hereby deleted in its entirety and replaced with the following: “[reserved]”.

(h)

Section 7.1(i) of the BCA is hereby deleted in its entirety and replaced with the following:

“(i) Closing

of Contribution Agreements. The Company shall have consummated closings under Contribution Agreements and other SWB Agreements

that result in a Company Net Asset Amount of at least $250 million.

(i)

Section 11.1 of the BCA is hereby amended to delete the defined terms “Company Signing Net Asset Amount” and “Company

Additional Contribution Amount” in their entirety.

(j)

Section 11.1 of the BCA is hereby amended to delete the defined term “Company Net Asset Amount” in its entirety and replace

it with the following:

“Company

Net Asset Amount” means an aggregate amount equal to (i) the aggregate amount of the Contributed Assets Value (as such

term is defined in each applicable Contribution Agreement) and Mineral Rights Value (as such term is defined in each applicable Contribution

Agreement) for all Contributed Assets under all Contribution Agreements that have been consummated as of the Closing (on a gross basis

without netting out any Indebtedness assumed thereunder (and for the avoidance of doubt, adding to the Contributed Assets Value or Mineral

Rights Value the amount of any Indebtedness assumed by the Company or its subsidiaries or otherwise owed by an entity contributed

as a Contributed Asset) or any payments made in cash or debt in lieu of Company Units) (for the avoidance of doubt, excluding the Uruguay

Contribution Agreement), plus (ii) the amount paid by the Company or its Subsidiary (whether in cash, equity or issuance or assumption

of debt) as of the Closing for the BVI Banking License in accordance with the terms of the BVI Banking License Purchase Agreement, plus

(iii) the amount paid by the Company in equity under the Advisory Agreement as of the Closing in accordance with the terms of the Advisory

Agreement, less (iv) the Indebtedness of the Target Companies, on a consolidated basis, as of the Closing that is incurred under the

SWB Agreements (for the avoidance of doubt, excluding any obligations for the Uruguay Shares under the Uruguay Contribution Agreement),

less (v) the amount of any cash or cash equivalents of the Target Companies that as of the Closing were paid or are payable as consideration

for any Contributed Assets under Contribution Agreements that have been consummated as of the Closing.”

(k)

Section 11.1 of the BCA is hereby amended to add the following definitions:

“Carident”

means Carident AG, Teufen (AR), Switzerland with register number CHE-115.572.978.

“Carident

Contribution Agreement” means that certain German Contribution Agreement, dated as of July 29, 2026, by and between the

Company, Carident and for limited purposes thereof Tilman Fritsch.

2. Amendment

to Extend Outside Date. The parties hereto hereby agree to amend Section 8.1(b) of the Original BCA to replace the phrase “nine

(9) month anniversary of the Signing Date” with the following date “April 2, 2027”.

3. Miscellaneous.

Except as expressly provided in this Amendment, all of the terms and provisions in the Original BCA and the Ancillary Documents are and

shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does

not constitute, directly or by implication, an amendment or waiver of any provision of the Original BCA or any Ancillary Document, or

any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the BCA in the BCA or

any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original

BCA, as amended by this Amendment (or as the BCA may be further amended or modified after the date hereof in accordance with the terms

thereof). The BCA, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or

therein, constitutes the entire agreement between the parties with respect to the subject matter of the BCA, and supersedes all prior

agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the

Original BCA is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall

control, and the provision of the Original BCA shall, to the extent of such difference or inconsistency, be disregarded. This Amendment

shall be interpreted, construed, governed and enforced in a manner consistent with the Original BCA, and, without limiting the foregoing,

Sections 10.1 through 10.10 and 10.12 through 10.14 of the Original BCA are hereby incorporated herein by reference as if fully set forth

herein, and such provisions apply to this Amendment as if all references to the “Agreement” contained therein were instead

references to this Amendment.

{The

remainder of this page is intentionally blank; the next page is the signature page}

WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Business Combination Agreement as of the date first

written above.

SPAC:

SOULPOWER

ACQUISITION CORPORATION

By:

Name:

Frank

Candio

Title:

Director

and Chairman of Special Committee

Pubco:

SWB

HOLDINGS

By:

Name:

Justin

Lafazan

Title:

Chief

Executive Officer

The

Company:

SWB

LLC

By:

Name:

Justin

Lafazan

Title:

Chief

Executive Officer

{Signature

Page to Second Amendment to Business Combination Agreement}

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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