UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 30, 2026
Soulpower
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42582 |
|
98-1793430 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
250
West 55th Street, 17th Floor, New York, New York 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 201-282-6717
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one right |
|
SOULU |
|
New
York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
SOUL |
|
New
York Stock Exchange |
| Rights,
each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business
combination |
|
SOULR |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure.
On
July 30, 2026, Soulpower Acquisition Corporation (the “Company”) and SWB Holdings issued a press release announcing
the Commercial Division of the High Court of Justice of the Virgin Islands granted, on July 23, 2026, the application filed by the joint
liquidators of Bank of Asia (BVI) Limited (in liquidation) for permission to sell certain of the Bank’s property, rights and assets
to SWB LLC (or its affiliate, successor or designee), in accordance with and in satisfaction of one of the conditions of the Asset Sale
Agreement entered into on November 6, 2025 between the joint liquidators and SWB LLC, in connection with the previously announced proposed
business combination among the Company, SWB Holdings and SWB LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The
information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release, dated July 30, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Soulpower
Acquisition Corporation |
| |
|
|
| |
By: |
/s/
Justin Lafazan |
| |
Name: |
Justin
Lafazan |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
July 30, 2026 |
|
|
