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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 |
|
|
Exhibit
99.1
Soulpower
Acquisition Corporation (NYSE:SOUL) and SWB Holdings Announce BVI Court Approval in Connection with Bank of Asia (BVI) Transaction
NEW
YORK, NY – July 30, 2026 – Soulpower Acquisition Corporation (NYSE: SOUL) (“Soulpower”) and SWB Holdings
(“Pubco”) today announced that the Commercial Division of the High Court of Justice of the Virgin Islands has granted the
application filed by the joint liquidators of Bank of Asia (BVI) Limited (in liquidation) in connection with the proposed transaction
with SWB LLC.
On
July 23, 2026, the High Court granted permission to the joint liquidators of Bank of Asia (BVI) Limited (in liquidation) 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.
Certain
other conditions of the Asset Sale Agreement remain outstanding. In addition to the Court approval, SWB’s ability to engage in
banking activities will require SWB to obtain a banking licence, issued by the British Virgin Islands Financial Services Commission (FSC),
along with deposit protection membership approval by the Virgin Islands Deposit Insurance Corporation (VIDIC). SWB has submitted its
banking license application and is progressing it through the FSC’s review process.
The
proposed business combination among Soulpower, Pubco and SWB LLC remains subject to the satisfaction or waiver of the applicable closing
conditions, including approval of the transaction by Soulpower’s shareholders.
About
Soulpower Acquisition Corporation
Soulpower
Acquisition Corporation (NYSE: SOUL) is a publicly listed special purpose acquisition company that raised $250 million dollars in its
upsized initial public offering, which was underwritten by Cantor Fitzgerald in April 2025.
About
SWB LLC
SWB
LLC is a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ (“SOUL”) and to acquire various
real world assets. SWB LLC is sponsored by The Lafazan Brothers LLC.
About
SWB Holdings
SWB
Holdings is a newly formed Cayman Islands company that upon the Closing will be the publicly traded holding company of SOUL WORLD BANK™
and its affiliates. SOUL WORLD BANK™ intends to offer a suite of international financial services and operate as a licensed international
financial institution. SWB Holdings is intending to launch with a large asset portfolio held directly or indirectly by SWB, designed
to provide both stable book value as well as an opportunity for asset tokenization and other financial engineering.
Additional
Information about the Proposed Business Combination and Where to Find It
In
connection with the proposed business combination, Pubco intends to file a registration statement on Form S-4 with the SEC, which will
include a preliminary proxy statement of Soulpower and a prospectus relating to Pubco’s securities, which will include a preliminary
proxy statement of Soulpower and a prospectus with respect to Pubco’s securities (the “Proxy Statement/Prospectus”),
following completion of the SEC’s review of the confidential submission. After the registration statement is declared effective,
a definitive Proxy Statement/Prospectus will be mailed to Soulpower shareholders as of a record date to be established for voting on
the proposed transaction.
This
press release does not contain all of the information that should be considered concerning the proposed transaction and is not intended
to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC, as these documents will contain important
information about Soulpower, SWB LLC, Pubco and the proposed business combination.
Once
available, investors and security holders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov
or by directing a request to: Soulpower Acquisition Corporation, SOUL@mzgroup.us.
Participants
in the Solicitation
Soulpower,
SWB LLC, Pubco and their respective directors, managers and executive officers may be deemed to be participants in the solicitation of
proxies from Soulpower’s shareholders in connection with the proposed transaction. Information regarding the names of such persons
and their interests in the proposed transaction will be included in the registration statement and Proxy Statement/Prospectus to be filed
with the SEC.
No
Offer or Solicitation
The
information contained in this press release is for informational purposes only and is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed transaction. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall any securities be sold in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.
No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or pursuant to an applicable exemption therefrom.
Disclaimer
Past
performance by Soulpower’s, SWB LLC’s or Pubco’s management teams and their respective affiliates is not a guarantee
of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Soulpower’s,
SWB LLC’s or Pubco’s management teams or businesses associated with them as indicative of future performance of an investment
or the returns that Soulpower, SWB LLC or Pubco will, or are likely to, generate going forward.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes “forward-looking statements” with respect to Soulpower, SWB LLC and Pubco. The expectations, estimates,
and projections of the businesses of Soulpower, SWB LLC and Pubco may differ from their actual results and, consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “anticipate,”
“intend,” “may,” “will,” “could,” “should,” “potential,” and
similar expressions are intended to identify such forward-looking statements.
These
forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts
of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing
of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results and are subject, without limitation, to (i) known
and unknown risks, including the risks and uncertainties indicated from time to time in the Soulpower IPO Prospectus, including those
under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Soulpower, SWB LLC or Pubco, including,
without limitation, the registration statement on Form S-4; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Soulpower’s,
SWB LLC’s or Pubco’s control that are difficult to predict because they relate to events and depend on circumstances that
will occur in the future. These forward-looking statements are neither statements of historical fact nor promises or guarantees of future
performance. Therefore, actual results may differ materially and adversely from those expressed or implied in any forward-looking statements,
and Soulpower, SWB LLC and Pubco therefore caution against placing undue reliance on any of these forward-looking statements.
Factors
that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement (the “BCA”); (2) the outcome of any legal proceedings
that may be instituted against the parties following the announcement of the proposed business combination and the BCA; (3) the inability
to complete the proposed business combination, including due to the failure to obtain approval of the shareholders of Soulpower or other
conditions to closing the proposed business combination; (4) SWB LLC’s and Pubco’s ability to develop and manage their businesses,
and the advantages and expected growth of SWB LLC and Pubco; (5) the cash position of SWB LLC and Pubco following Closing; (6) the inability
to obtain or maintain the listing of Pubco’s securities on a stock exchange following the Closing; (7) the risk that the announcement
and pendency of the proposed business combination disrupts SWB LLC’s and Pubco’s current plans and operations; (8) the ability
to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition,
the ability of Pubco and SWB LLC to develop and manage growth profitably and source and retain its key employees; (9) costs related to
the proposed business combination; (10) changes in applicable laws and regulations or political and economic developments; (11) the possibility
that Pubco or SWB LLC may be adversely affected by other economic, business and/or competitive factors; (12) Soulpower’s, SWB LLC’s
and Pubco’s estimates of expenses and profitability; (13) the amount of redemptions by Soulpower’s public shareholders; (14)
the possibility that contractual counterparties that have committed to providing assets to SWB LLC in connection with the proposed business
combination may not fulfil their obligations to SWB LLC or that SWB LLC may determine to terminate such agreements due to additional
concerns identified in SWB LLC’s diligence prior to the Closing or if the final independent third-party valuation of any such assets
are less than SWB LLC’s valuation of such assets, (15) the possibility that asset managers and other service providers to SWB LLC
may not fulfil their obligations following the proposed business combination; (16) regulatory matters involving SOUL WORLD BANK ™
and the other businesses and operations to be conducted by Pubco following the proposed business combination, and (17) other risks and
uncertainties included in the “Risk Factors” section of the Soulpower IPO Prospectus, the registration statement on Form
S-4 and other documents filed or to be filed with the SEC by Soulpower, SWB LLC and Pubco. Many of these factors are outside of the control
of Soulpower, SWB LLC, and Pubco and are difficult to predict. The foregoing list of factors is not exclusive. You should not place undue
reliance upon any forward-looking statements, which speak only as of the date made. Soulpower, SWB LLC and Pubco do not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required
by law.
Contacts
Investor
Relations
SOUL@mzgroup.us
Soulpower
Acquisition Corporation
Justin
Lafazan, Chairman & CEO
Justin@soulworldbank.com
