Soulpower Acquisition Corp. (SOUL)

Soulpower Acquisition Corporation is a special purpose acquisition company that raised $250 million in its IPO (underwritten by Cantor Fitzgerald in April 2025) and in March 2026 announced a merger agreement with SWB Holdings. The deal is structured to create SOUL WORLD BANK, a digital banking platform holding a diversified portfolio of assets: financial services infrastructure, iron mining operations in Uruguay, and other alternative holdings.

The merger structure and asset components

Unlike most SPACs that merge with a single operating company, Soulpower’s deal is more complex: SWB Holdings is a newly formed Cayman Islands company established specifically to acquire and hold multiple assets to be contributed by third parties. The deal is therefore less a traditional merger and more of a vehicle consolidation with a diversified asset base. That structure gives the sponsor flexibility to add assets, adjust contributions, and pivot the business mix up until close.

As of March 31, 2026, amendments to the original merger agreement (announced November 2025) adjusted which assets would be contributed and shifted the expected close timeline to late Q2 or Q3 2026. This kind of amendment is common in SPAC mergers—deal certainty is lower than in traditional M&A because the target is often an early-stage or heavily structured entity that requires adjustments as financial and regulatory diligence progresses.

The banking platform segment

At the core sits a digital banking platform branded as SOUL WORLD BANK. The specifics of its financial services offering — deposit products, lending, payment services, or blockchain-integrated features — are referenced in merger communications but not fully detailed in public filings yet. The platform is meant to provide the recurring revenue and customer-base foundation of the merged company. Digital banking platforms in early stages often run at losses as they invest in customer acquisition and regulatory compliance; Soulpower’s initial disclosures have flagged “going concern” risk, typical for SPACs in their pre-close phase.

The mining segment

In March 2026, Soulpower adjusted the deal to include a Uruguayan iron mining asset: two Uruguayan corporations holding exploration and mining rights over four iron projects in the Department of Rivera. The estimated resources are approximately 1.17 billion tons of run-of-mine material, a substantial quantity but early-stage in terms of development (the resource is “in-situ,” not yet converted to proven reserves or under extraction).

This addition introduces commodity leverage to the merged entity: as iron prices fluctuate, the value and development timeline of the mining assets will shift. Mining projects require heavy capital investment, environmental permits, and years of development before generating cash flow. Early assessments of “estimated resources” often do not translate to economically viable mines.

Capital and asset mixing

The SPAC is funding the deal with the $250 million from its IPO, which sits in trust. The target company (SWB Holdings) is contributing the banking platform and the mining assets but is itself newly formed and thinly capitalized — its real assets are the intellectual property for the platform and the legal right to the Uruguayan mining concessions. This is a deal in which the SPAC’s capital is meant to fund both the operating losses of the digital platform and the development expenditures for the mining projects.

The timeline and shareholder vote

Soulpower has filed a confidential draft registration statement for the merger proxy (Form S-4) with the SEC as of December 30, 2025, with the public filing expected during Q2 2026. Shareholders will vote on the merger in mid-2026, at which point they can elect to redeem their shares at the original $10 IPO price or roll forward into equity ownership of the merged entity.

The investor’s position

This is a speculative deal: a SPAC backing a pre-revenue digital banking platform and early-stage mining properties, all held in a newly formed Cayman vehicle with few experienced operators in place yet. The upside case is that the banking platform finds regulatory traction and customer adoption, the mining assets are developed successfully, and commodity prices support economics. The downside is slower platform adoption, mining permitting delays, and insufficient capital to fund both segments. Between now and close, investors should closely read the Form S-4 proxy statement for detailed disclosures on the banking platform’s business model and the mining assets’ development plans and capital requirements.