Soulpower Acquisition Corporation (the “Company”) announced on August 28, 2026, that it has entered into a Second Amendment to its Business Combination Agreement with SWB Holdings (a Cayman Islands exempted company) and SWB (a Cayman Islands limited liability company). The amendment modifies the terms of the proposed merger and the associated contribution agreements.
The Second Amendment introduces several key changes to the original agreement, which was initially dated November 24, 2025. The amendment addresses the structuring of contribution agreements, specifically revising the treatment of the Uruguay Contribution Agreement. Under the new terms, the contribution will occur after the closing of the business combination in exchange for $5,000,000 in cash. In addition, the Company may issue Pubco Class A Ordinary Shares to the contributor upon the satisfaction of certain milestones and earnout targets following the contribution.
The amendment also revises the Merger Consideration formula in Section 1.11. This change accounts for the Class V Merger Consideration being increased by the amount of the Uruguay contributions, which will occur post-closing. Additionally, shares issued to the contributor Carident AG that are subject to a put option under the Contribution Agreement have been allocated solely to Carident AG and removed from the Class V Merger Consideration.
The definition of Company Net Asset Amount has been updated to clarify the treatment of assumed debt and to reflect that all intended Contribution Agreements have been signed. The amendment also removes interim covenants for Additional Contribution Agreements and revises the related closing conditions. Furthermore, the Outside Date, originally set for the nine-month anniversary of the Signing Date, has been extended to April 2, 2027.
The Second Amendment was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K.
