SOUL merger with SWB LLC
SWB LLC is a NEWLY FORMED Cayman Islands company with NO OPERATING BUSINESS and NO REVENUE (United States)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 24 November 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $100M · unsourced
- Sponsor promote
- 25%
- Exchange ratio
Merger Consideration paid in Pubco Ordinary Shares each valued at $10.00, sized off the Company Net Asset Amount (approximately $6.75 billion at signing, implying approximately $8.1 billion of Merger Consideration). SPAC securityholders receive non-voting Pubco Class A; SWB members receive Class A plus voting Class V.more ▾less ▴
NOT COMMITTED — obligation to seek PIPE Financing Agreements for at least $100M; no subscription agreements signed and no PIPE investors named. Separately an ELOC with CREO Investments LLC for a $250more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
the period commencing from the Closing and ending on the earlier of (x) 42 months after the date of the Closing, and (y) the date after the Closing on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (such period, a “ Lock-Up Periodmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: SWB LLC
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
SWB LLC is a NEWLY FORMED Cayman Islands company with NO OPERATING BUSINESS and NO REVENUE. It was created by The Lafazan Brothers LLC solely to launch a prospective bank called SOUL WORLD BANK. Its ~$8.1bn pre-money value is not an operating valuation: it is the self-assessed value of assets SWB has signed BINDING BUT UNCONSUMMATED contribution agreements for, all of which close only immediately prior to the de-SPAC. Those assets are (i) a BVI banking licence and related assets being bought out of LIQUIDATION from Bank of Asia (BVI) Limited, still contingent on a BVI FSC licence that has only been APPLIED for; (ii) a collaboration agreement with Animoca Brands to develop a cross-border stablecoin; and (iii) a grab-bag of illiquid real-world assets contributed by investors in exchange for shares - 23 US land/infrastructure parcels in the Carolinas, 5 slate mines near Meschede Germany, ~3,000 acres of Louisiana oil & gas mineral rights, 40,000+ hectares of undeveloped land in Baja Mexico, an 846-hectare gold mine site in Gauteng South Africa, and a 1,062-acre former Pegasus Gold gold/silver property in Montana. The press release states the asset values are 'valued by SWB' - i.e. by the counterparty itself - and that 'All operational milestones and financial offerings will occur following the Closing'. THIS IS A PRE-REVENUE, PRE-LICENCE, PRE-OPERATIONAL SHELL. Notably the SPAC's own CEO, Justin Lafazan, is also the founder and managing member of SWB and will control the only voting share class of the pubco (Class V) post-closing; public shareholders receive NON-VOTING Class A shares.
Founded 2025.
The filings show no meaningful actual revenue for the most recent reported period.
SWB LLC — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 3 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what SWB LLC actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
SWB LLC has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $8.53bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity (net debt unknown).
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $0.25 on the open market. Median of 3 listed companies we judged a true comparable, which individually run from 0.15× to 5.67×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $8.53bn, not the announced $8.1bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- SBMT, IE, CTGO, USAS, HYMC, NEM, SSMR, MUX, AUGO, CDE, BGL, OMEX have no revenue to divide by, so they are shown but left out of the peer median.
- COIN, TPL shown for context only — not close enough to move the median.
The 17 listed companies it is measured against, and why
- CRCL5.67× revenue
Circle Internet Group is the closest listed analogue to SWB's stated core business - a regulated stablecoin issuer earning yield on reserve assets - which is exactly what SOUL WORLD BANK says it intends to become.
- SBMTno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); shares silver, mineral, montana, gold, acres, called with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- GLXY0.15× revenue
Galaxy Digital is a diversified digital-asset financial services conglomerate combining trading, asset management and infrastructure - the multi-line 'new economy financial services conglomerate' model SWB describes.
- IEno revenue multiple
Operational comp: Diversified Mining; mid-cap ($2.3bn); shares gold, mineral, mines, montana, silver, land with the target's own description; forward EV/Sales 432.1x.
- BKKT0.25× revenue
Bakkt is the cautionary de-SPAC precedent: a digital-asset infrastructure company that listed via SPAC on a large headline valuation with minimal underlying earnings, structurally the nearest comparable to SWB's story-to-substance ratio.
- CTGOno revenue multiple
Operational comp: Gold Mining; small-cap ($395m); shares gold, acres, mineral, rights, silver, land with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- COIN6.37× revenuecontext only — left out of the median
Coinbase is the reference listed crypto-financial-institution but operates at vastly greater scale with billions in actual revenue; included as a valuation anchor only, not a like-for-like peer.
- USASno revenue multiple
Operational comp: Diversified Mining; small-cap ($1.4bn); shares mine, silver, hectares, gold, acres, mexico with the target's own description; forward EV/Sales 6.1x.
- TPL26.41× revenuecontext only — left out of the median
Texas Pacific Land is the closest listed pure land-and-mineral-rights holding vehicle, relevant to the ~$6.75bn of contributed land/mineral assets, but TPL generates substantial real royalty revenue whereas SWB's assets are undeveloped and non-producing.
- HYMCno revenue multiple
Operational comp: Diversified Mining; small-cap ($1.9bn); shares gold, silver, mine, acres, mineral, site with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- NEMno revenue multiple
Operational comp: Gold Mining; mega-cap ($109.0bn); shares hectares, acres, gold, mineral, silver, assets with the target's own description; forward EV/Sales 4.5x.
- SSMRno revenue multiple
Operational comp: Diversified Mining; shares hectares, silver, mine, mines, land, operating with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- MUXno revenue multiple
Operational comp: Diversified Mining; small-cap ($1.0bn); shares gold, mine, silver, near, mexico, mineral with the target's own description; forward EV/Sales 4.6x.
- AUGOno revenue multiple
Operational comp: Gold Mining; mid-cap ($4.2bn); shares gold, mine, mines, silver, mexico, assets with the target's own description; forward EV/Sales 4.2x.
- CDEno revenue multiple
Operational comp: Gold Mining; large-cap ($11.4bn); shares gold, mine, silver, mexico, south, from with the target's own description; forward EV/Sales 3.8x.
- BGLno revenue multiple
Operational comp: Gold Mining; micro-cap ($67m); shares gold, mine, assets, site, limited, property with the target's own description; forward EV/Sales 1.3x.
- OMEXno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($109m); shares gold, baja, prospective, mexico, mineral, rights with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.