Soulpower To Take 'SOUL World Bank' Public In $8B Deal Aimed At Reinventing Global Banking

Soulpower Acquisition Corporation (NYSE:SOUL) ("Soulpower") announced today that it has entered into a definitive business combination agreement (the "BCA") for a proposed business combination (the "Business Combination") with SWB LLC ("SWB" or the "Company"), a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ ("SOUL"), a new economy financial services conglomerate, stablecoin issuer and international bank. Soulpower, a financials-focused special-purpose acquisition company, raised $250 million dollars in its upsized initial public offering, which was underwritten by Cantor Fitzgerald in April 2025.

Following the consummation of the Business Combination, the continuing public company will be SWB Holdings, a newly formed Cayman Islands exempted company ("Pubco"). Pubco intends to apply for listing, to be effective at the time of the closing of the Business Combination, of its nonvoting Class A Ordinary Shares on the New York Stock Exchange under the symbol "SOUL". Justin Lafazan, the CEO of Soulpower and the founder and managing member of SWB, will become the Chairman of the Board and CEO of Pubco following the Business Combination, and will indirectly control the Class V Ordinary Shares of Pubco, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC.

"My brothers and I are proud to finally share our vision of building a new world bank called SOUL," stated Justin Lafazan. "People are sick and tired of legacy financial institutions. Our business model embraces new technologies – like AI, stablecoins, and tokenization – that shift the power dynamic from the privileged few towards the everyday many. We are bringing financial freedom to the global 99%. SOUL will be the most loved bank on earth."

Pursuant to the BCA, at the closing of the Business Combination (the "Closing"), Soulpower and SWB will each merge with subsidiaries of Pubco, and Soulpower shareholders will receive non-voting Class A Ordinary Shares of Pubco. Prior to or simultaneously with the execution of the BCA, SWB has entered into binding agreements for contributions to SWB of assets valued by SWB at approximately $6.75 Billion (net of debt incurred or cash consideration payments) in exchange for new non-voting SWB membership interests, with such contributions to occur immediately prior to the Closing. Under the BCA, SWB will go public at a pre-money transaction based on the assets contributed to SWB prior to the Closing, which based on the commitments signed at the time of the signing of the BCA, would represent a pre-money transaction value for SWB of approximately $8.1 billion dollars, and subject to potential increase prior to the Closing if SWB enters into additional binding commitments for contributions for additional assets and consummates such contributions prior to the Closing. SWB currently has the following binding agreements in place, all of which would be consummated immediately prior to the Closing, subject to certain conditions set forth in such agreements:

• BVI Bank License via the Bank of Asia – A purchase agreement with Bank of Asia (BVI) Limited ("Bank of Asia"), and the Joint Liquidators of Bank of Asia, to acquire a banking license and certain related assets in the British Virgin Islands from Bank of Asia, which is in liquidation in the British Virgin Islands, subject to requisite Court, Licensing, and Regulatory approvals
• Collaboration Agreement with Animoca Brands – A strategic collaboration agreement with Web3 Pioneer Animoca Brands that includes joint arrangements to develop and issue a cross-border stablecoin
• A Diverse Portfolio of Real World Assets (RWAs) – Various asset contribution agreements, alongside their respective asset management agreements and independent contractor agreements, for investors to contribute real world assets to SWB immediately prior to the Closing in exchange for a mix of cash, promissory notes and non-voting membership interests of SWB, which will become non-voting Class A ordinary shares of Pubco at the Closing, including the contribution of the following assets, subject to the conditions set forth in such agreements:
  • U.S. Land – 23 U.S. land and infrastructure assets primarily located in South Carolina and North Carolina via an agreement with Contender Development Inc. and its affiliates, one of the largest infrastructure development firms in the United States
  • German Slate – 5 slate mines and the associated in-ground slate deposits and mineral rights near Meschede, Germany
  • US Oil & Gas – Approximately 3,000 acres of mineral rights in connection with a major oil and gas discovery in Louisiana, U.S.A.
  • Mexico Land – Over 40,000 hectares of undeveloped land across 14 assets in Baja, Mexico, procured in partnership with JXN Ventures, a Mexico City-based boutique asset management and capital advisory firm
  • South Africa Gold Mine – An 846 hectare gold mine site, including land and mineral rights in Gauteng province, South Africa
  • US Gold and Silver Mine – A 1,062 acre gold and silver mine property, formerly owned by Pegasus Gold, including the associated mineral rights in Montana, U.S.A.
• Technology Startup Partnerships – to provide operational infrastructure to the prospective bank, SWB has entered into independent contractor arrangements with:
  • NewCampus: An innovation firm based in Singapore specializing in blockchain, community-building, and financial services
  • Chainstarters: a technology company based in Connecticut with deep expertise in Artificial Intelligence (AI) and RWA tokenization.
    
    
    
     

In addition, the new Pubco has entered into a $5 Billion committed equity facility through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the "Investor"), pursuant to which the Investor would provide an equity line of credit of up to Five Billion Dollars ($5,000,000,000) to Pubco post-Closing, subject to a resale registration statement with the Securities and Exchange Commission (the "SEC"), among other conditions.

SOUL WORLD BANK™ intends to offer a suite of international financial services. The firm's large asset portfolio is designed to provide both stable book value as well as opportunity for asset tokenization and other financial engineering. SOUL also intends to develop a full licensed free AI bank, which would be denominated in its new stablecoin and offer a yield incentive for depositors through tokenized assets.

In support of the long-term vision of SOUL, all SWB equityholders, including the asset contributors, and the Soulpower sponsor have agreed to a minimum one-year lock up period on their Pubco shares, with the majority of equityholders extending to 3 years or more, subject to early release based on post-Closing share price performance.

The transaction has been approved by the sole member and manager of SWB and unanimously approved by the board of directors of Soulpower, including its special committee of independent and disinterested directors (formed in connection with Soulpower's CEO, Justin Lafazan, being the founder and CEO of SWB), and is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, including approval by the Soulpower shareholders.

Shares of Soulpower Acquisition Corporation will continue to trade on NYSE under the ticker "SOUL" until the Closing. Pubco will seek to trade under the same ticker symbol (NYSE:SOUL) following the Closing.