Soulpower and SWB Holdings File for Merger to Launch AI-Powered Bank
New York, Tuesday, 30 December 2025.
This confidential filing advances the merger to create SOUL WORLD BANK, an entity designed to bridge traditional finance with AI, stablecoins, and tokenization.
Advancing the Digital Finance Frontier
On December 30, 2025, Soulpower Acquisition Corporation (NYSE:SOUL) and SWB Holdings announced a critical regulatory step in their merger process by confidentially submitting a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission (SEC) [1]. This filing formalizes the path toward a business combination initially announced on November 24, 2025, aimed at creating a new entity referred to as “Pubco” [1]. Upon closing, Pubco intends to list its non-voting Class A ordinary shares on the New York Stock Exchange under the ticker symbol “SOUL,” continuing Soulpower’s presence in the public markets [1]. The strategic objective of this combination is the launch of SOUL WORLD BANK™, a platform designed to integrate legacy financial markets with modern technologies including artificial intelligence, stablecoins, and tokenization [1].
Strategic Vision and Capital Structure
Justin Lafazan, the Chief Executive Officer of both Soulpower and SWB, characterized the filing as a milestone toward building a modernized banking institution, stating the entity is positioned to “unite old world markets with new world technologies” [1]. Soulpower Acquisition Corporation, a blank check company focused on the financial services and technology sectors, provides the capital structure for this transition, having raised $250 million during its initial public offering in April 2025 [1][2]. As is standard for special purpose acquisition companies (SPACs) prior to a merger, Soulpower has conducted no operations and generated no revenues to date, existing solely to effect a business combination [2].
Market Context and Investor Sentiment
Market activity surrounding Soulpower has remained relatively stable leading up to this announcement. On December 29, 2025, the stock closed at $10.14 per share, representing a marginal decrease of -0.099 percent from the previous trading session on December 26, 2025 [2]. Institutional attention on the SPAC was evident earlier in the fourth quarter; notably, Barclays filed a Schedule 13G regarding its holdings in Soulpower Acquisition Corp. on November 12, 2025, indicating engaged institutional capital prior to the formal merger announcements [3].
Regulatory Hurdles and Closing Conditions
The confidential nature of the Form S-4 submission allows the SEC to review the transaction’s terms privately before the document is declared effective and presented to shareholders [1]. The completion of the deal remains contingent upon several customary closing conditions, primarily the approval of the business combination by Soulpower’s shareholders and the effectiveness of the registration statement [1]. The companies have also highlighted inherent risks, including the potential for legal proceedings, the ability to maintain a stock exchange listing, and the complex challenge of managing the growth of the combined business [1]. Until these conditions are met, the timeline for the final launch of the AI-powered banking platform remains subject to regulatory and shareholder consensus [1].