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Soulpower Acquisition Corporation (NYSE:SOUL) and SWB Holdings Announce BVI Court Approval in Connection with Bank of Asia (BVI) Transaction

SOUL
  • The Commercial Division of the High Court of Justice of the Virgin Islands granted an application by joint liquidators of Bank of Asia (BVI) Limited to sell certain assets to SWB LLC.
  • On July 23, 2026, the High Court authorized the liquidators to sell the Bank's property, rights, & assets to SWB LLC to satisfy a condition of the Asset Sale Agreement dated November 6, 2025.
  • Certain conditions of the Asset Sale Agreement remain outstanding, & SWB LLC must obtain a banking license from the British Virgin Islands Financial Services Commission & deposit protection membership approval from the Virgin Islands Deposit Insurance Corporation.
  • SWB LLC has submitted its banking license application & is currently progressing through the FSC review process.
  • The proposed business combination among Soulpower Acquisition Corporation, SWB Holdings, & SWB LLC remains subject to closing conditions, including shareholder approval of Soulpower.
  • Soulpower is a SPAC that raised $250 million in an upsized IPO underwritten by Cantor Fitzgerald in April 2025.
  • SWB LLC is a Cayman Islands company sponsored by The Lafazan Brothers LLC established to launch SOUL WORLD BANK™ & acquire real world assets.
  • SWB Holdings will become the publicly traded holding company for SOUL WORLD BANK™ upon closing, intending to offer international financial services & operate with a large asset portfolio designed for stable book value & asset tokenization.
  • Pubco intends to file a Form S-4 registration statement with the SEC including a preliminary proxy statement & prospectus following the SEC's review of the confidential submission.
  • A definitive Proxy Statement/Prospectus will be mailed to Soulpower shareholders for voting once the registration statement is declared effective.
  • The press release includes forward-looking statements & disclaimers regarding risks such as regulatory approval, shareholder voting outcomes, & potential failure to close the transaction.