Soulpower Acquisition Corporation (NYSE:SOUL) and SWB Holdings Announce BVI Court Approval in Connection with Bank of Asia (BVI) Transaction (Form 8-K)

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, [email protected].

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.