Soulpower, SWB enter business combination agreement

Soulpower (SOUL) Acquisition Corporation entered into a definitive business combination agreement for a proposed business combination with SWB LLC, a newly formed Cayman Islands company established to launch SOUL WORLD BANK, 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 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. Pursuant to the BCA, at the closing of the Business Combination. 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 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. 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, pursuant to which the Investor would provide an equity line of credit of up to Five Billion Dollars to Pubco post-Closing, subject to a resale registration statement with the Securities and Exchange Commission, 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, 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 following the Closing. All operational milestones and financial offerings will occur following the Closing and are subject to regulatory approvals and market factors. The Bank of Asia transaction remains subject to BVI regulatory and Court approvals.