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Soulpower Acquisition (NYSE: SOUL) cites court nod for Bank of Asia asset sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Soulpower Acquisition Corporation reports that, on July 23, 2026, the Commercial Division of the High Court of Justice of the Virgin Islands granted an application 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).

The approval is described as satisfying one of the conditions of the Asset Sale Agreement dated November 6, 2025 between the joint liquidators and SWB LLC, which is connected to the previously announced proposed business combination among Soulpower Acquisition Corporation, SWB Holdings and SWB LLC. Soulpower and SWB Holdings issued a press release about this development on July 30, 2026.

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Court approval date July 23, 2026 Date the Virgin Islands High Court’s Commercial Division granted the application for the asset sale
Asset Sale Agreement date November 6, 2025 Date of the Asset Sale Agreement between Bank of Asia’s joint liquidators and SWB LLC
Press release date July 30, 2026 Date Soulpower Acquisition Corporation and SWB Holdings issued the related press release
Asset Sale Agreement financial
"one of the conditions of the Asset Sale Agreement entered into on November 6, 2025"
joint liquidators regulatory
"the application filed by the joint liquidators of Bank of Asia (BVI) Limited"
business combination financial
"in connection with the previously announced proposed business combination among the Company, SWB Holdings and SWB LLC"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Soulpower Acquisition Corporation (SOUL) disclose about the Bank of Asia asset sale?
Soulpower Acquisition Corporation disclosed that the Virgin Islands High Court’s Commercial Division approved the sale of certain Bank of Asia (BVI) Limited assets to SWB LLC, satisfying a condition of a November 6, 2025 Asset Sale Agreement linked to a proposed business combination.

How does the Virgin Islands court decision affect SOUL’s proposed business combination?
The Virgin Islands court decision satisfies one condition of the Asset Sale Agreement between Bank of Asia’s joint liquidators and SWB LLC. That agreement is tied to the previously announced proposed business combination among Soulpower Acquisition Corporation, SWB Holdings and SWB LLC.

What role does SWB LLC play in Soulpower Acquisition Corporation’s (SOUL) transaction?
SWB LLC is the proposed buyer of certain property, rights and assets of Bank of Asia (BVI) Limited under a November 6, 2025 Asset Sale Agreement. This asset sale is connected to the proposed business combination involving Soulpower Acquisition Corporation and SWB Holdings.

When were key dates for the SOUL, SWB Holdings and SWB LLC deal disclosed?
Key dates include November 6, 2025 for the Asset Sale Agreement between Bank of Asia’s joint liquidators and SWB LLC, July 23, 2026 for the Virgin Islands court approval, and July 30, 2026 for the press release by Soulpower and SWB Holdings.

What information did Soulpower Acquisition Corporation (SOUL) provide under Regulation FD?
Under a Regulation FD disclosure, Soulpower reported a joint press release with SWB Holdings describing the court-approved sale of certain Bank of Asia assets to SWB LLC and its connection to one condition of the Asset Sale Agreement tied to their proposed business combination.

 

 

 

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    

 

 

 

 

Source: View Original Filing on SEC EDGAR