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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 19, 2026
Soulpower
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42582 |
|
98-1793430 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
250
West 55th Street, 17th Floor, New York, New York 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 201-282-6717
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one right |
|
SOULU |
|
New
York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
SOUL |
|
New
York Stock Exchange |
| Rights,
each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business
combination |
|
SOULR |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement
The
information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
February 19, 2026, Soulpower Acquisition Corporation (the “Company”) issued an unsecured promissory note in the principal
amount of up to $785,000 (the “A Note”) to Soulpower Management LLC (the “Lender”). The A Note is due on the
earlier of (i) the consummation of the Company’s initial business combination or (ii) the liquidation of the Company and may be
prepaid at any time without penalty. A flat-rate of 22% of the principal amount in interest is due at maturity, unless earlier prepaid.
The A Note is not convertible into securities of the Company and is subject to customary events of default, the occurrence of certain
of which automatically trigger the unpaid principal balance of the A Note, accrued interest and all other sums payable with regard to
the A Note becoming immediately due and payable. As of the date of this Current Report on Form 8-K, $745,000 has been advanced to the
Company under the A Note. The Company has used the proceeds from the A Note for general working capital purposes.
On
the same date, the Company issued an additional unsecured promissory note to the Lender in the principal amount of up to $2,500,000 (the
“B Note” and together with the A Note, the “Notes”). Under the terms of the B Note, the outstanding principal
balance of the B Note shall be automatically and irrevocably forgiven in full upon consummation of the Company’s initial business
combination and all obligations of the Company thereunder shall be deemed satisfied and discharged without further action by any party
to the B Note. If the Company does not consummate a business combination, the B Note will be due on the earlier of (i) the occurrence
of an event of default or (ii) the liquidation of the Company. The B Note bears no interest, is not convertible into securities of the
Company and is subject to customary events of default, the occurrence of certain of which automatically trigger the unpaid principal
balance of the B Note and all other sums payable with regard to the B Note becoming immediately due and payable. As of the date of this
Current Report on Form 8-K, approximately $1,212,050 has been advanced to the Company under the B Note. The Company has used the
proceeds from the B Note for general working capital purposes.
The
Lender is the sole managing member of the Company’s sponsor, Soulpower Acquisition Sponsor LLC, and holds voting and investment
discretion with respect to the ordinary shares of the Company held of record by the sponsor. The sole managing member of the Lender is
Soulpower International Corporation which is controlled by Justin Lafazan, the Chief Executive Officer and Chairman of the Board of Directors
of the Company. Certain other directors of the Company are also members of the Lender.
The
foregoing description of the Notes is qualified in its entirety by reference to the full text of the Notes, a copy of each of which is
filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
A Note issued in favor of Soulpower Management LLC, dated February 19, 2026 |
| 10.2 |
|
B Note issued in favor of Soulpower Management LLC, dated February 19, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Soulpower
Acquisition Corporation |
| |
|
|
| |
By: |
/s/
Justin Lafazan |
| |
Name: |
Justin
Lafazan |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
February 25, 2026 |
|
|
