New Risk • Mar 30
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$11m). Revenue is less than US$1m. Minor Risk Less than 3 years of financial data is available. Announcement • Nov 24
SWB LLC entered into a definitive business combination agreement to acquire Soulpower Acquisition Corporation (NYSE:SOUL) in a reverse merger transaction which values SWB LLC at $8.1 billion. SWB LLC entered into a definitive business combination agreement to acquire Soulpower Acquisition Corporation (NYSE:SOUL) in a reverse merger transaction which values SWB LLC at $8.1 billion on November 24, 2025. Following the consummation of the Business Combination, the continuing public company will be SWB Holdings, a newly formed Cayman Islands exempted company. Justin Lafazan, the CEO of Soulpower and the founder and managing member of SWB, will become the Chairman of the Board and CEO of Pubco following the Business Combination, and will indirectly control the Class V Ordinary Shares of Pubco, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC.
The transaction has been approved by the sole member and manager of SWB and unanimously approved by the board of directors of Soulpower, including its special committee of independent and disinterested directors, subject to satisfaction of customary closing conditions, including approval by the Soulpower shareholders. The transaction is expected to close in the first quarter of 2026.
Sichenzia Ross Ference Carmel LLP is serving as legal counsel for Soulpower. Ellenoff Grossman & Schole LLP is serving as legal counsel for SWB. Harneys is serving as BVI counsel for SWB. Carey Olsen is serving as Cayman counsel for Soulpower and SWB. Hengeler Mueller is serving as German counsel for SWB. Greenberg Traurig is serving as Mexico counsel for SWB. Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is serving as financial advisor to Soulpower. Announcement • Jul 13
Soulpower Acquisition Corporation Appoints Joshua Lafazan as President On July 7, 2025, the Soulpower Acquisition Corporation appointed Mr. Joshua Lafazan as President of the Company and entered into a consulting agreement with him (President Consulting Agreement). Mr. Lafazan was a member of the Nassau County Legislature from the 18th district from January 2018 to December 2023. He attended Cornell University for bachelor of science degree and Harvard University for his masters of education degree. He is currently a doctoral candidate in education at the University of Pennsylvania. He also teaches a course on running for office as a young candidate at Long Island University. 
