Soulpower Acquisition Corporation (NYSE: SOUL) and SWB Holdings submitted a confidential draft registration statement on Form S-4 to the SEC on December 30, 2025. The filing advances a proposed business combination first announced on November 24, 2025 between the financials-focused SPAC and the Cayman Islands-based holding company.
SWB Holdings, formed to become the publicly traded holding company of SOUL WORLD BANK and its affiliates, intends to apply to list non-voting Class A ordinary shares on the New York Stock Exchange under the existing "SOUL" ticker symbol. The confidential submission allows regulatory review before public filing, with no effective registration statement yet declared by the SEC.
Justin Lafazan, CEO of both Soulpower and SWB, called the filing "another critical milestone towards launching SOUL WORLD BANK." Lafazan stated the bank aims to "unite old world markets with new world technologies like AI, stablecoins, and tokenization" while building "the most loved bank on earth."
Soulpower Acquisition Corporation raised $250 million in its upsized April 2025 initial public offering, underwritten by Cantor Fitzgerald. The SPAC will continue trading under the SOUL ticker until the business combination closes, after which SWB Holdings will seek to trade under the same ticker symbol.
The proposed transaction requires shareholder approval and SEC registration effectiveness, among customary closing conditions. SWB Holdings plans to launch with a large asset portfolio designed for stable book value and asset tokenization opportunities, offering international financial services as a licensed institution.
Once the SEC completes its confidential review, Pubco and SWB LLC will publicly file the registration statement including a preliminary proxy statement and prospectus. Shareholders will receive definitive materials for voting after the registration becomes effective.
The business combination represents another SPAC transaction targeting financial technology innovation, joining a wave of blank-check companies seeking to capitalize on digital asset and AI banking convergence. SOUL WORLD BANK's focus on tokenization and stablecoins positions it within the growing institutional crypto infrastructure sector.
Completion remains subject to multiple conditions including shareholder votes, regulatory approvals, and market conditions. The companies caution that forward-looking statements involve significant risks and uncertainties that could affect the transaction's timing or completion.
