ROAD TOWN, Tortola, British Virgin Islands — The story of Bank of Asia (BVI) Limited is far from over.
What began as an ambitious addition to the British Virgin Islands’ financial-services sector ended in insolvency, court-supervised liquidation, questions about regulatory oversight and public concern about the handling of millions of dollars in deposits.
Now, as a proposed sale of the bank’s licence and certain related assets remains incomplete, scrutiny is extending beyond the institution’s collapse to the conduct of the liquidation, the selection of the prospective buyer and the financial structure of the proposed transaction.
At the centre of the sale process is Russell Crumpler, one of the joint liquidators appointed in the Bank of Asia matter.
The prospective transaction involves SWB LLC and its relationship with Soulpower Acquisition Corporation, a Cayman Islands company listed on the New York Stock Exchange. Soulpower has also featured in a separate controversy involving investor claims connected to the Broad Street litigation in the United States, where the Securities and Exchange Commission (SEC) has alleged a securities fraud involving more than US$1 billion.
Neither the existence of that litigation nor Soulpower’s reported connection to investor redemption arrangements establishes that Soulpower participated in the alleged fraud. Nevertheless, the proposed BVI banking transaction raises questions about due diligence, the valuation of equity consideration, regulatory approval and the process by which the buyer was selected.
Guavaberry Media is also aware of reputable offers reportedly made to acquire Bank of Asia’s licence and related assets which, according to information available to the outlet, did not receive even an acknowledgment.
If substantiated, that raises a fundamental question: was the market adequately tested before the liquidators committed to the proposed transaction?
The questions facing the Territory are no longer limited to how Bank of Asia failed. They now include whether the sale process is delivering the best reasonably achievable outcome for the estate, its stakeholders and the Virgin Islands.
A bank intended to strengthen the BVI’s financial-services sector
Bank of Asia was incorporated in the British Virgin Islands in August 2015. It received a restricted banking licence in March 2017, began operating in 2018 and obtained a general banking licence in March 2021.
The institution was promoted as a new banking option for a jurisdiction whose international financial-services industry depends heavily on maintaining credibility, competitiveness and a reputation for sound regulation.
The bank targeted customers, particularly in Asian markets, and pursued a business model involving offshore banking and digital financial services.
Its arrival was significant because it represented a new entrant into a banking sector that had gone approximately two decades without a new banking licence, according to local reporting.
But the promise of a new financial institution ultimately gave way to troubling questions about its financial condition, related-party exposures and the effectiveness of regulatory oversight.
Warning signs before the collapse
According to reports on the liquidation proceedings, the BVI Financial Services Commission (FSC) raised concerns about Bank of Asia’s financial condition in July 2024.
Following discussions between the authorities, regulatory action was taken in August 2024, including a directive requiring the bank to address capital deficiencies.
An independent review commissioned by the FSC and conducted by Deloitte subsequently concluded in February 2025 that the bank was insolvent or at risk of becoming insolvent.
Concerns included related-party loans and receivables and whether significant sums owed to the bank could be recovered. Almost half, and potentially more, of the bank’s assets appeared to consist of related-party exposures, according to details of the liquidation application reported by the BVI Beacon.
These were not minor accounting questions. They went to the heart of the bank’s financial health and the quality of its assets.
The sequence of events raises questions about when the institution’s difficulties became apparent, what corrective action was taken and whether the available safeguards were sufficient.
The public’s money enters the story
The controversy became an even greater public-interest issue when it emerged that the Government of the Virgin Islands had approximately US$5 million deposited with Bank of Asia.
The deposit was made in 2025, after regulators had reportedly raised concerns about the bank’s financial condition.
That fact alone does not establish that the deposit was improper or that any public officer acted unlawfully. It does, however, make questions about the decision-making process, the information available to Government and the assessment of risk entirely legitimate.
Public funds require accountability. The public is entitled to understand what safeguards were applied when millions of dollars of government money were placed with a financial institution whose condition was under scrutiny.
The questions are particularly important because the bank’s difficulties were not discovered overnight. The reported regulatory concerns stretched back well before the formal intervention.
May 2025: liquidation begins
On May 28, 2025, the Eastern Caribbean Supreme Court appointed joint provisional liquidators to take control of Bank of Asia.
The following day, the FSC and the Virgin Islands Deposit Insurance Corporation (VIDIC) announced the process to wind down the bank’s operations.
The deposit insurance framework provided coverage of up to US$100,000 per eligible depositor, subject to the applicable rules.
The liquidation process subsequently moved forward under court supervision, with the authorities and liquidators responsible for the relevant aspects of the wind-down and the protection of eligible depositors.
But a further question would emerge: what was the best way to realise the value of the bank’s remaining property, rights and assets?
November 2025: the proposed sale to SWB
On November 6, 2025, an agreement was entered into for the proposed sale of Bank of Asia’s banking licence and certain related assets to SWB LLC or an eligible related entity, for a combination of cash and equity.
Soulpower Acquisition Corporation, a Cayman Islands company listed on the New York Stock Exchange, is involved in the wider proposed business combination associated with SWB and the planned SOUL WORLD BANK financial-services operation.
The deal involves more than the disposal of ordinary assets from an insolvent company. It concerns assets associated with a regulated banking business and a prospective operator that must satisfy the BVI’s licensing and deposit-protection requirements.
That makes the buyer-selection process, the financial structure of the transaction and the regulatory assessment particularly important.
Who identified SWB as the preferred buyer? What alternatives were considered? What due diligence was conducted before the agreement was signed? And how was the proposed price assessed against the available alternatives?
These are questions that should be answerable through the relevant transaction records and the liquidators’ explanation of their decision-making process.
The Liquidator’s Role Comes Under Scrutiny
Russell Crumpler and his fellow joint liquidators have been responsible for administering the liquidation and pursuing the proposed disposal of Bank of Asia’s assets.
A liquidator is expected to act in accordance with the law, exercise appropriate professional judgment and administer the estate in the interests of those entitled to benefit from it.
In a sale of this nature, that responsibility includes assessing prospective purchasers, considering the commercial merits of competing proposals and ensuring that the chosen course is properly supported by evidence and professional judgment.
Guavaberry Media understands that other offers were made for Bank of Asia’s licence and related assets. GBM is also aware of reputable offers which, according to information available to the outlet, did not receive even an acknowledgment.
This is a significant issue that warrants further investigation.
If credible offers were received but not evaluated, the public deserves to know why. If the proposals were assessed and rejected for legitimate commercial, financial or regulatory reasons, those reasons should be explained to the extent permitted by the liquidation process and applicable confidentiality obligations.
The issue is not whether every offer must be accepted. It is whether the process was sufficiently thorough, transparent and competitive to establish that the estate was pursuing an appropriate transaction.
GBM will continue seeking documentary evidence and responses from the parties involved to establish what offers were submitted, how they were handled and whether the selected transaction represented an appropriate outcome.
The existence of a publicly accessible corporate registry record does not, by itself, establish that a prospective buyer is unsuitable. However, the availability of corporate information reinforces the importance of documenting the due diligence undertaken before entering into a transaction involving a regulated banking business.
GBM is seeking clarification on the professional, financial and corporate assessments completed before the November 2025 agreement was signed.
July 2026: court permission, but no completed sale
On July 23, 2026, the BVI High Court granted the joint liquidators permission to sell certain of Bank of Asia’s property, rights and assets to SWB LLC or an eligible affiliate, successor or designee.
The approval was announced publicly by Soulpower and SWB Holdings on July 30, 2026.
Crucially, the announcement confirmed that other conditions of the agreement remained outstanding. SWB still required a banking licence from the FSC and deposit-protection membership approval from VIDIC before it could conduct banking activities. The wider business combination also remained subject to applicable closing conditions, including Soulpower shareholder approval.
Court permission to sell is not the same as regulatory approval to operate a bank, and neither necessarily means that the transaction has closed.
The distinction is critical to understanding where the matter stood when the approval was announced.
The public announcement identified the court’s permission as one condition of the transaction while confirming that further requirements remained. The court’s decision should not be represented as an endorsement of the prospective buyer’s suitability by the FSC or VIDIC.
This raises questions about the sequencing of the sale process. Why was the agreement brought before the court while the regulatory review remained outstanding? What conditions did the court impose? What protections were built into the agreement if the necessary approvals were not obtained?
The answers matter because the transaction involves a regulated banking business, not simply the transfer of an ordinary commercial asset.
GBM will seek updated confirmation from the liquidators and the relevant authorities on whether the regulatory review has advanced, what conditions remain outstanding and whether a timetable for completion has been established.
The July 2026 announcement provides a snapshot of the position at that time. It should not be treated as confirmation of the regulatory position today.
Why accept equity as part of the price?
The consideration structure is another issue requiring closer examination.
Under the agreement, the proposed purchase price included equity as well as cash. That raises questions about the nature of the securities to be received, their valuation, their liquidity and the circumstances in which they could ultimately be realised.
Soulpower is a special purpose acquisition company, commonly known as a SPAC. Its proposed business combination with SWB Holdings and SWB LLC is a separate transaction with its own closing conditions.
The value of equity consideration can depend on whether a business combination is completed, the financial position of the resulting company, market conditions and the rights attached to the securities.
Consequently, GBM is seeking answers on how the equity component was valued, how that valuation was tested, what risks were identified and what safeguards were included to protect the estate if the wider transaction did not close.
These are questions of commercial judgment and accountability, not proof that the liquidators acted improperly.
The issue is whether the proposed arrangement offers appropriate value and protection when measured against the risks and the alternatives available to the estate.
The US$1 billion fraud case and Soulpower’s shares
The wider transaction has attracted additional attention because of litigation in the United States involving Broad Street Global Management LLC, Broad Street Inc. and associated executives.
On January 29, 2025, the US Securities and Exchange Commission filed a civil enforcement action alleging a multifaceted securities fraud involving more than US$1 billion raised from investors.
The SEC’s allegations included misrepresentations about investment performance, the handling of investor funds and undisclosed financial risks. These are allegations and must be distinguished from findings established by a court.
Separately, investor claims have raised concerns about redemption arrangements under which some investors were offered securities in place of their fund interests. Soulpower shares have featured in the wider controversy surrounding those arrangements.
Some investors have challenged the value of the securities offered to them, with descriptions of the shares as “worthless” appearing in criticism of the redemption arrangements. Such descriptions are claims or characterisations by interested parties, not an established finding that the shares have no value.
The significance for the proposed BVI transaction is not that Soulpower has been established to have participated in the alleged fraud. It has not been identified as a defendant in the SEC enforcement action described above.
Rather, the question is whether the circumstances surrounding the proposed equity consideration and the wider business combination were fully understood and appropriately assessed before the liquidators committed to accepting equity as part of the purchase price.
What due diligence was undertaken? What risks were identified? How was the equity valued? What would happen to the proposed purchase price if the business combination failed to close?
Those are material questions where the assets being sold are connected to a failed bank in a jurisdiction whose reputation depends on sound financial regulation.
The relationship between the proposed acquisition and the US investor dispute must be examined carefully, without conflating the allegations in one proceeding with the separate BVI transaction.
The cost of delay: questions GBM will pursue
The liquidation began in May 2025. By October 2026, approximately 17 months had elapsed since the appointment of the provisional liquidators, yet the proposed sale had not been publicly confirmed as completed.
The passage of time alone does not establish mismanagement. Complex insolvencies and regulated transactions can take considerable time to resolve. However, where a sale remains incomplete, the public and other stakeholders have a legitimate interest in understanding the costs incurred, the progress made and the obstacles that remain.
Guavaberry Media will be pursuing further information on the professional fees and expenses incurred during the liquidation, including the costs associated with the proposed sale.
The records are needed to establish how much has been charged to the estate, how those costs have accumulated and what they mean for the value ultimately available to creditors and other stakeholders.
GBM is not presenting an unverified figure for the liquidators’ fees. Rather, the amount incurred, the breakdown of those costs and the extent to which they relate to the proposed sale are among the questions that remain to be answered.
The public also deserves clarity on what happens if the transaction cannot proceed. Would the liquidators return to the market? Would alternative offers be reconsidered? What would be the implications for the estate and its stakeholders?
These questions will form part of GBM’s continuing investigation.
Could the liquidator be removed?
The BVI Insolvency Act, 2003 provides a mechanism for the removal of a liquidator in specified circumstances.
Section 187 establishes a framework under which the court may remove a liquidator on grounds including conduct below the standard expected of a reasonably competent liquidator, subject to the applicable statutory requirements.
The provision does not mean that a liquidator can be removed simply because a sale is delayed or because stakeholders disagree with a commercial decision. The relevant facts, statutory grounds and evidence would need to be assessed by the court.
The law also identifies who may apply. The standing of a creditor, VIDIC or another party depends on the applicable statutory provisions and the circumstances of the appointment.
Given VIDIC’s role in the Bank of Asia liquidation and the Government’s reported financial exposure, questions arise about whether the parties with the appropriate legal standing have considered the available options.
Should the Government, if it qualifies as a creditor, seek further information or take action to protect its interests? Should VIDIC examine whether the current process continues to serve the objectives of the liquidation? And should the court be asked to review the process if evidence establishes grounds for intervention?
These are questions for the parties with the relevant information and legal standing to address. They should not be treated as a determination that Crumpler or his fellow liquidators have breached their duties.
The central issue is whether the process is delivering an appropriate outcome and whether the decisions made can withstand scrutiny.
Questions requiring answers
The Bank of Asia case now demands a clear account of how the proposed sale was developed and where matters stand.
Guavaberry Media is seeking answers to the following:
1. Buyer selection: How was SWB LLC selected, and what criteria were used to evaluate the prospective purchaser?
2. Competing offers: How many offers were received for the bank’s licence and related assets? Were they acknowledged and assessed? If not, why not?
3. Due diligence: What checks were completed on SWB, Soulpower and their relevant corporate relationships before the November 6, 2025 agreement was signed?
4. Equity consideration: How was the equity component of the proposed purchase price valued, and what protections exist if the wider business combination does not close?
5. Regulatory status: What was the status of the FSC’s review when the liquidators sought court permission in July 2026, and what conditions remain outstanding now?
6. Liquidation costs: How much has the liquidation cost the estate to date, including professional fees and expenses, and what proportion relates to the proposed sale?
7. Completion timetable: Is there a realistic timetable for completion, and what alternative arrangements are available if the transaction cannot proceed?
8. Accountability: Have the Government, VIDIC or other parties with appropriate standing considered whether further court directions or other action are warranted?
These questions do not presume wrongdoing. They address the transparency, commercial judgment and regulatory safeguards expected in the disposal of assets connected to a failed bank.
Guavaberry Media’s Continuing Investigation
Guavaberry Media has made the Bank of Asia matter a sustained focus of its local reporting, examining the bank’s history, the circumstances surrounding its insolvency, the Government’s reported US$5 million deposit, the liquidation process and the proposed Soulpower-related transaction.
As the leading local news outlet covering the Bank of Asia matter, GBM considers it essential that the public receive more than announcements about court approvals and proposed transactions. The public also deserves answers about the decisions made, the alternatives considered, the costs incurred and the safeguards protecting the Territory’s financial-services reputation.
GBM will continue examining the records, pursuing responses from the relevant parties and reporting on developments as further information becomes available.
The next stage of this investigation will seek to establish the current regulatory position, the fees and expenses incurred during the liquidation, the treatment of competing offers and the status of the proposed sale.
The objective is not to prejudge the outcome of any legal proceeding. It is to establish the facts, seek answers from those responsible and determine whether the proposed transaction meets the standards the BVI should expect of any institution seeking to enter its banking sector.
The BVI’s Reputation is at Stake
The Territory’s international financial-services industry depends on confidence in its regulatory framework, the integrity of its institutions and the quality of the decisions made when financial businesses encounter difficulties.
The Bank of Asia case has already raised questions about the bank’s financial condition, public deposits and the timing of regulatory intervention. The proposed sale has added questions about buyer selection, competing offers, equity consideration, regulatory clearance and the cost of the continuing liquidation.
Those questions cannot be resolved by pointing only to the court’s permission to sell. Nor can the existence of US litigation, by itself, establish that the proposed buyer is unsuitable.
The facts must be examined separately, and the relevant parties must be given an opportunity to respond.
For Guavaberry Media, the issue is straightforward: the public deserves to know whether the sale process has been conducted with the care expected of professionals entrusted with a failed bank’s assets, whether the available market was properly tested, and whether the proposed transaction remains the best available option.
The Government’s money, depositors’ interests and the Territory’s reputation all make these matters worthy of scrutiny.
Guavaberry Media invites Russell Crumpler and his fellow joint liquidators, Teneo, SWB LLC, Soulpower Acquisition Corporation, the FSC, VIDIC and the Government of the Virgin Islands to provide substantive responses to the questions raised in this investigation.
The investigation will continue.
This article distinguishes documented events from allegations, claims and matters requiring further verification. No finding of wrongdoing is implied merely by a party’s involvement in the proposed transaction or its appearance in litigation. The current status of regulatory approvals and the liquidation’s fees and expenses remains subject to further inquiry.
GUAVABERRY MEDIA | ACCOUNTABILITY. TRANSPARENCY. THE PUBLIC INTEREST.
Images:
Top Left: Russell Crumpler, Liquidator
Top Right: Jr Minister Financial Services - Lorna Smith
Bottom Left: Premier & Minister Financial Services- Dr. Natalio Wheatley
Bottom Right: Justin Lazafan, Soul Power