Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when SOUL files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsSoulpower Acquisition amends SPAC merger deal to clarify expense allocation, fix errors
Filed March 31, 2026 · Period ending March 26, 2026 · ~1 min read
Key Changes
-
medium
SPAC amended its business combination agreement on March 26, 2026, primarily to clarify that each party pays its own transaction expenses, with SPAC providing non-interest bearing loans to be repaid at closing or deal termination.
Item 1.01 verify on EDGAR → -
medium
Amendment corrects clerical errors in merger consideration allocation and outstanding unit counts, and modifies net asset calculation to include only equity payments for BVI Banking License.
Item 1.01 verify on EDGAR → -
low
Joint press release issued March 31, 2026, announcing the amendment to the business combination agreement with target company SWB LLC.
Item 8.01 view on EDGAR →
Summary
Soulpower Acquisition Corp. filed an amendment to its previously announced SPAC merger agreement, addressing primarily administrative and technical matters rather than fundamental deal terms. The March 26 amendment clarifies the expense structure—each party now explicitly pays its own transaction costs, with the SPAC providing short-term loans to cover expenses for the target entities. The amendment also fixes several clerical errors including incorrect merger consideration allocations and unit counts, and adjusts how net assets are calculated for the BVI Banking License component.
For retail investors, this filing signals the deal is progressing through standard pre-closing adjustments rather than encountering material obstacles. The administrative nature of these changes—expense allocation clarifications and error corrections—suggests normal deal mechanics rather than renegotiation of core terms. Investors should watch for the proxy statement or registration statement that will provide full details on the amended deal structure and allow shareholders to vote on the transaction.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 26, 2026, the SPAC, Pubco and the Company entered into the First Amendment to the Business Combination Agreement (the “BCA Amendment”), which amends the Business Combination Agreement to: (i) clarify that all transaction expenses incurred by or on behalf of any party in connection with the Business Combination Agreement shall be borne and paid by the party incurring such expense, with the SPAC advancing funds to the other entities in connection with their transaction expenses in the form of non-interest bearing loans to be repaid upon the earlier of the closing of the transaction or the termination of the Business Combination Agreement; (ii) correct a few scrivener’s errors with regards to the allocation of the Merger Consideration; (iii) correct the Company’s representation with respect to the number of outstanding Company Class V Units; and (iv) change the definition of “Company Signing Net Asset Amount” to limit the amounts paid in connection with the BVI Banking License to only amounts paid in equity.
Soulpower Acquisition Corp. amended its previously announced business combination agreement with SWB LLC. The amendment primarily addresses administrative and technical matters: it clarifies that each party pays its own transaction expenses (with SPAC providing non-interest bearing loans to be repaid at closing or termination), corrects clerical errors in merger consideration allocation and outstanding unit counts, and modifies the net asset calculation to include only equity payments for the BVI Banking License.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 31, 2026, the SPAC and Pubco issued a joint press release announcing the BCA Amendment in connection with the Proposed Transaction.
The company disclosed that it and a public company partner issued a joint press release on March 31, 2026, announcing an amendment to a business combination agreement related to a proposed transaction. The filing references the press release as Exhibit 99.1 but does not provide details about the amendment's terms or the transaction itself.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
First Amendment to the Business Combination Agreement, dated as of March 26, 2026, by and among SPAC, Pubco, and the Company.
The company executed a first amendment to its business combination agreement on March 26, 2026. This modifies the terms of the previously announced SPAC merger transaction involving SPAC, Pubco, and the target company. The specific changes to the deal terms are not disclosed in this 8-K filing itself but would be detailed in the attached exhibit.
Added in current filing · verify on EDGAR →
Press Release, dated March 31, 2026
The company issued a press release on March 31, 2026, presumably announcing or providing details about the amendment to the business combination agreement. The content of the press release is included as an exhibit to this filing.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify