K. Sokolov Archive

Tag: Aphorism Holding

  • Sokolov’s Shadow: 25% for Companies House vs 10% for the PRA

    September 24, 2026

    On 17 September 2026, we published Sokolov’s Shadow: The “Straight Man” Behind Bank of London’s Cleanup. That piece identified nine shareholders holding more than two-thirds of the shares in TBOL Holdings Jersey Limited (registration number 151277) — the ultimate parent of Bank of London.

    In that article, we noted that each shareholder holds less than 25% — the disclosure threshold for Companies House. Four of them — Konstantin Sokolov, Bronislava Gorelik, ANALIKA, and ELISCANOUS — appear in the same register. Whether they act in concert is a separate question.

    The Bank Control Question

    For Companies House, the disclosure threshold for a controlling shareholder is 25%. That is the threshold our earlier piece addressed. But for the Prudential Regulation Authority (PRA), the relevant threshold is far lower: 10%.

    Under Part XII of the Financial Services and Markets Act 2000 (FSMA), a person becomes a “controller” of a PRA-regulated firm — triggering mandatory notification and prior approval requirements — once they hold 10% or more of the shares or voting power in the firm or its parent undertaking. Crossing 20%, 30%, or 50% requires separate, additional approval each time. Proposed controllers must be assessed by the PRA for financial soundness and fitness and propriety before the acquisition takes effect — not after.

    We do not know the actual percentage held by any of the nine shareholders named in the April 2026 resolution. TBOL Holdings Jersey Limited does not publicly disclose that breakdown, and we have not seen any document that does. One possible explanation for a structure involving multiple family members and affiliated entities is that it can result in individual holdings remaining below a regulatory disclosure threshold. We are not suggesting that this is what happened here. Without the underlying capitalization table, any specific percentage — 7%, 15%, 30% — would be a guess dressed up as a calculation. What we can say is narrower: a British bank’s ultimate ownership structure includes a family grouping and several Cyprus-registered entities whose combined position relative to the 10% PRA threshold is currently unknown to the public — and, as far as we can determine, to us.

    UK-regulated firms are subject to a statutory controller regime requiring relevant controllers and changes in control to be notified to the appropriate regulator. Under Section 398 of FSMA, knowingly or recklessly providing the PRA with false or misleading information on a material matter is a criminal offence.

    Watson v ForgeLight: What Caseboard.io Shows

    In our previous article, we did not mention one important detail: at the early stage of financing in 2021, alongside Mangrove Capital Partners, the launch of the innovative bank was also backed by ForgeLight — a US investment firm based in Miami, founded by former Viacom CFO Wade Davis, which led the $90 million round in November 2021 — and 14W Venture Partners, a US venture capital firm that co-led the February 2023 extension.

    While monitoring Caseboard.io, we came across a court record identified as BR-2025-000907, Watson v ForgeLight Holdings LP.

    We should, however, make clear that we have not independently verified the information contained in the Caseboard.io entry. Accordingly, the screenshots are retained for transparency and as a record of what was publicly displayed on the platform at the time of publication. The entry should not be understood as establishing the nature or outcome of the proceedings.

    Further information is expected to become available in Q1 2027.

    (!) Updated screenshot from caseboard.io, 25 September 2026 — case details have changed.

    TBOL: The Strong Decision 2026

    Against the backdrop of everything we have gathered, the bank is undergoing serious changes. The Group Board announced and media dutifully repeated the news that it has been strengthened with the appointment of Noah Sharp as an Independent Non-Executive Director. Even The Banker wrote about it — Chris Newlands, a regular chronicler of the bank’s fortunes, covered the appointment in an article “Former NatWest non-executive director joins Bank of London board“. But Newlands did not mention one thing: after a long career at Deutsche Bank that ended 2018, Noah Sharp spent the rest of his professional life never staying anywhere longer than two years (Vodeno, NatWest Boxed, BCB Group, Paysafe (2.5Y), Standard Chartered).

    Place your bets on whether his tenure at TBOL will last longer.

    Rumoured Investors, Off the Register

    In September 2024, Sky News reported:

    “The new funding is understood to be being lined up from a number of investors including an entity called Aphorism Holding, according to the person.”

    “Nada Hadadi, a wealthy investor who was suggested as being the primary source of the capital, has in fact only contributed a six-figure sum.”

    The Financial Times, in September 2024, also reported on a mystery investor whom even the FT could not identify:

    “The plot thickened on Saturday as rumours swirled about a mystery investor who was identified as both Nasser Hadidi and Nada Hadadi (if you know anything about this mystery man, do let us know, because we certainly have never heard of him).”

    Compliance Corylated published two investigations in 2026 into the Bank and its investors, based on rumours. Both have since disappeared from their original URLs, surviving only in the Internet Archive.

    What Britain Actually Regulates For

    None of this is an argument against Bank of London existing, or against ambition. A modern clearing bank in London is a genuinely good idea — the UK could use more of them, and we’d like to see this one work. That’s not sarcasm.

    But “good idea” and “good business” aren’t the same thing, and neither excuses what British financial regulation is designed to prevent: situations in which disclosure, control and regulatory oversight become unclear or difficult to verify. A jurisdiction that took hundreds of years to build a reputation for rule-following doesn’t get to relax that standard just because the pitch deck says “fintech” instead of “merchant bank.”

    If the questions raised by Bank of London’s documentation, opaque ownership and financing history have innocent explanations — fine, let the PRA say so and clear the record. But if they amount to something, the consequence should land wherever the facts point, regardless of whose name is attached, how well-connected they are, or who they had dinner with once. That’s not a grudge against one bank. It’s the only version of “regulated” worth the word.

    Very soon, we’ll go further down the rabbit hole — everything we uncover is legal and based on public information — and take a closer look at who owns what behind TBOL Holdings Jersey Limited. Stay tuned.

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