SOUL
Industry:
Capital Markets

DESCRIPTION

Soulpower Acquisition Corporation is a SPAC — a blank check company with no operations, revenue, or employees beyond its three executive officers. Soulpower raised $250M in its April 2025 IPO, with proceeds held in trust at $10.00/share. The company has 24 months to complete an acquisition or return trust funds to shareholders. Soulpower has signed a definitive merger agreement with SWB LLC, a recently formed Cayman Islands entity with no operating history, whose assets include real estate and mineral rights contributed by third-party investors, a BVI banking license acquired from Bank of Asia (currently in provisional liquidation), and a strategic advisory relationship with Animoca Services, a crypto/Web3 firm. The implied deal value is approximately $8.1B, paid entirely in shares of the combined company at $10.00/share. Notably, public shareholders of the combined company will hold non-voting Class A shares, while voting control rests entirely with an affiliate of CEO Justin Lafazan via Class V shares. If the SWB deal does not close, Soulpower's stated focus shifts to consumer financial services targets — including insurance carriers, MGAs, InsurTech, life insurance, and wealth management/FinTech companies — with target enterprise values of roughly $300M to $1.2B. The sponsor's promote structure gives the sponsor a strong financial incentive to close any deal, as founder shares become worthless if no transaction is completed within the 24-month window.

Read full business overview →