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RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On June 10, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B ordinary shares, also known as founder shares, to the Sponsor. On March 13, 2025, the Company effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 founder shares. On April 1, 2025, the Company effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 8,433,333 founder shares (up to 1,100,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On April 3, 2025, the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering. As such, 100,000 founder shares were forfeited and 8,333,333 Class B ordinary shares are now outstanding.

 

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

 

Administrative Support Agreement

 

The Company has agreed, commencing on the date the Company’s securities are first listed on the New York Stock Exchange (NYSE) through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of Sponsor a total of $5,000 per month for office space, administrative and shared personnel support services. The Company incurred $45,000 and $0 of Sponsor management fees for the year ended December 31, 2025 and for the period from May 14, 2024 (inception) to December 31, 2024, respectively.

 

Working Capital Loans

 

In order to finance transaction costs in connection with a Business Combination, Sponsor, an affiliate of Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans for each such person may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the Sponsor. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025 and 2024, there was $988,480 and $0, respectively, outstanding under the Working Capital Loans presented as a current liability under Loan payable - Sponsor.

 

 

SOULPOWER ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

 

NOTE 5 - RELATED PARTY TRANSACTIONS (cont.)

 

Related Party Loans

 

On June 7, 2024, the Company issued an unsecured promissory note to Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $135,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024 and (ii) the consummation of the Initial Public Offering. On January 13, 2025, the Company amended the Promissory Note to increase the aggregate principal amount to $300,000, and to modify it to be payable on the earlier of (i) December 31, 2025 and (ii) the consummation of the Initial Public Offering. As of December 31, 2025 and 2024 there was $0 and $123,295 outstanding under the Promissory Note, respectively presented as a current liability under Loan payable - Sponsor. Borrowings are no longer available under the Promissory Note.

 

Business Combination Agreement

 

On November 24, 2025, the Company entered into a BCA with SWB LLC and Pubco. At closing, the Company and SWB LLC will merge with wholly owned subsidiaries of Pubco and become wholly owned subsidiaries of Pubco. The Company’s securityholders are expected to receive non-voting Class A ordinary shares of Pubco, and SWB LLC members are expected to receive a mix of non-voting Class A and voting Class V ordinary shares of Pubco. Following closing, Justin Lafazan, the Company’s CEO and the founder and managing member of SWB LLC, is expected to serve as Chairman and CEO of Pubco and will indirectly control the Class V ordinary shares, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC. The combined public company plans to operate under the name SOUL WORLD BANK.

 

Prior to or simultaneous with the execution of the BCA, SWB LLC entered into binding agreements for contributions to SWB LLC of assets with an aggregate value of approximately $6.75 billion, as defined pursuant to the executed Contribution Agreements (net of debt incurred or cash consideration payments), in exchange for new non-voting SWB LLC membership interests, with such contributions to occur immediately prior to closing. Under the BCA, SWB LLC will go public at an implied pre-money transaction value based on assets contributed to SWB LLC prior to closing of approximately $8.1 billion, as defined in the BCA, and subject to increase if additional binding commitments are executed and consummated prior to closing.

 

Separately, Pubco has entered into a committed equity facility (“ELOC”) up to $250 million through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the “Investor”), pursuant to which the Investor would provide an equity line of credit that may be increased if mutually agreed upon up to $5.0 billion to Pubco post-closing, subject to the effectiveness of a resale registration statement with the SEC and other customary conditions.

 

The consummation of the transactions contemplated by the BCA and the ELOC is subject to various conditions and there can be no assurance that either will occur as planned or at all.