Soulpower Acquisition Corporation filed a Form 8-K on September 3, 2026, disclosing that on August 28, 2026, it entered into a Second Amendment to its Business Combination Agreement with SWB Holdings and SWB LLC, modifying deal terms including the Outside Date and Uruguay contribution structure.

Key Highlights

  • Second Amendment signed: The amendment to the Business Combination Agreement, originally dated November 24, 2025, was executed on August 28, 2026.
  • Uruguay contribution revised: The Uruguay Contribution Agreement is amended to acknowledge a post-Closing contribution 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.
  • Outside Date extended: The Outside Date is extended from the nine-month anniversary of the Signing Date to April 2, 2027.
  • Carident AG shares reallocated: Shares issued to Carident AG that are subject to a put option are allocated solely to Carident AG and removed from the Class V Merger Consideration.
  • Contribution Agreement covenants removed: Interim covenants for Additional Contribution Agreements are removed, with related closing conditions revised to reflect that all intended Contribution Agreements have been signed.
  • Emerging growth company: The registrant confirmed its status as an emerging growth company under applicable SEC rules.

Key Changes in Soulpower's Second Amendment to Its Business Combination Deal

According to the filing, Soulpower Acquisition Corporation (NYSE:SOUL), SWB Holdings (a Cayman Islands exempted company serving as "Pubco"), and SWB LLC (a Cayman Islands limited liability company) entered into the Second Amendment on August 28, 2026. The Business Combination Agreement was originally dated November 24, 2025, and was previously modified by a First Amendment dated March 26, 2026.

The filing discloses several structural changes. The Uruguay Contribution Agreement is revised so that the applicable contribution will occur after the Closing, with the contributor receiving $5,000,000 in cash and potentially receiving Pubco Class A Ordinary Shares upon meeting certain milestones and earnout targets. The Merger Consideration formula in Section 1.11 is updated to account for the Class V Merger Consideration being increased by the amount of the Uruguay contributions, even though that contribution occurs post-Closing. Separately, shares being issued to Carident AG under a put option are allocated solely to Carident AG and excluded from the Class V Merger Consideration calculation.

The filing further states that the definition of Company Net Asset Amount is revised to clarify the treatment of assumed debt and to reflect that all intended Contribution Agreements have now been signed. Interim covenants related to Additional Contribution Agreements are removed, and the related closing condition is updated accordingly. The Outside Date is extended to April 2, 2027. The filing notes that "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," which is filed as Exhibit 2.1. The filing was signed by Justin Lafazan, Chief Executive Officer, on September 3, 2026.

What Was Disclosed

Soulpower Acquisition Corporation disclosed a Second Amendment to its Business Combination Agreement with SWB Holdings and SWB LLC, revising contribution structures, the Merger Consideration formula, Carident AG share allocation, and extending the Outside Date to April 2, 2027.