Soulpower Acquisition Corporation

Item 1.01. Entry into a Material Definitive Agreement. On August 28, 2026, Soulpower Acquisition Corporation (the “Company”), SWB Holdings, a Cayman Islands exempted company (“Pubco”), and SWB LLC, a Cayman Islands limited liability company (“SWB”), entered into a Second Amendment (the “Second Amendment”) to that certain Business Combination Agreement, dated November 24, 2025 (as amended by the First Amendment to Business Combination Agreement dated March 26, 2026, and as further amended, the “Business Combination Agreement”), by and among the Company, Pubco, SWB and the other parties thereto. The Second Amendment makes the following key changes to the Business Combination Agreement: (a) it amends the structuring of certain contribution agreements, including revising the treatment of the Uruguay Contribution Agreement to acknowledge the applicable contribution after Closing in exchange for $5,000,000 in cash and the potential issuance of Pubco Class A Ordinary Shares upon meeting certain milestones and earnout targets after the contribution; (b) it revises the Merger Consideration formula in Section 1.11 to (i) account for the Class V Merger Consideration being increased by the amount of the Uruguay contributions even though the Uruguay contribution will occur after the Closing and (ii) to allocate the shares being issued to the contributor Carident AG that are subject to a put option under the Contribution Agreement with Carident AG solely to Carident AG and to remove those shares from being included in the Class V Merger Consideration; (c) it revises the definition of Company Net Asset Amount to clarify the treatment of assumed debt and also to account for the fact that all intended Contribution Agreements have been signed; (d) it removes the interim covenants for Additional Contribution Agreements, revises the related closing condition for Contribution Agreements and makes other conforming changes to account for the fact that all intended Contribution Agreements have been signed;; (e) it extends the Outside Date from the nine (9) month anniversary of the Signing Date to April 2, 2027; and (f) it makes other conforming amendments throughout the Business Combination Agreement. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated herein by reference. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement (including the Second Amendment).