Who is the lender under Soulpower Acquisition Corporation’s B Note and how is it related?

The lender is Soulpower Management LLC, the sole managing member of Soulpower Acquisition Sponsor LLC. It is controlled by Soulpower’s CEO and Chairman, Justin Lafazan, and certain other directors are members, making the note a related-party financing arrangement.

Soulpower Acquisition adds $2.5M sponsor note

Q: Does the new $2.5 million B Note for SOUL accrue interest or convert into shares?

The B Note for Soulpower Acquisition Corporation bears no interest and is not convertible into company securities. It simply provides up to $2.5 million in unsecured funding, with repayment or forgiveness determined by whether a business combination is completed.

Soulpower Acquisition Corporation entered into a new financing arrangement with an affiliate of its sponsor.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Soulpower Acquisition Corporation entered into a new financing arrangement with an affiliate of its sponsor. On May 29, 2026, the company issued an unsecured promissory note of up to $2,500,000 to Soulpower Management LLC for general working capital needs.

The note bears no interest, is not convertible into company securities, and will be automatically forgiven in full if Soulpower completes its initial business combination. If no business combination occurs, the principal becomes due upon an event of default or the company’s liquidation, under customary default terms in the note.

Insights

$2.5M sponsor note boosts SPAC working capital, forgiven on deal close.

Soulpower Acquisition Corporation arranged an unsecured promissory note of up to $2,500,000 from its sponsor-affiliated lender, Soulpower Management LLC. The funds are earmarked for general working capital, supporting operations while the SPAC pursues an initial business combination.

The B Note carries no interest and is not convertible, reducing typical financing burdens. It is automatically forgiven upon consummation of the initial business combination, shifting economic exposure toward the sponsor side. If no deal closes, the principal becomes due upon default or liquidation, under customary events of default.

Because the lender is the managing member of the sponsor and ultimately controlled by the company’s CEO, this is a related-party financing. The arrangement helps fund the search period without diluting shareholders through new equity, but investors will rely on future filings to see how much of the $2,500,000 capacity is actually drawn.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note capacity: $2,500,000 Interest rate: 0% Maturity trigger without deal: Event of default or liquidation +1 more

4 metrics

Promissory note capacity $2,500,000 Principal amount of unsecured B Note to sponsor affiliate

Interest rate 0% B Note bears no interest

Maturity trigger without deal Event of default or liquidation Due if no business combination is consummated

Forgiveness condition Full principal forgiven Automatic upon consummation of initial business combination

Key Terms

unsecured promissory note, initial business combination, events of default, emerging growth company

4 terms

unsecured promissory note financial

"the Company issued an unsecured promissory note in the principal amount of up to $2,500,000"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

initial business combination financial

"forgiven in full upon consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

events of default financial

"subject to customary events of default, the occurrence of certain of which automatically trigger the unpaid principal"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Soulpower Acquisition Corporation (SOUL) arrange on May 29, 2026?

Soulpower Acquisition Corporation issued an unsecured promissory note of up to $2,500,000 to Soulpower Management LLC. The company plans to use this B Note for general working capital while it works toward completing its initial business combination.

Does the new $2.5 million B Note for SOUL accrue interest or convert into shares?

The B Note for Soulpower Acquisition Corporation bears no interest and is not convertible into company securities. It simply provides up to $2.5 million in unsecured funding, with repayment or forgiveness determined by whether a business combination is completed.

When is Soulpower Acquisition Corporation’s B Note due if no business combination occurs?

If Soulpower Acquisition Corporation does not complete a business combination, the B Note becomes due on the earlier of an event of default or the company’s liquidation. Customary events of default can also accelerate payment of the unpaid principal and other sums owed.

What happens to SOUL’s $2.5 million B Note if the SPAC completes its business combination?

If Soulpower Acquisition Corporation successfully completes its initial business combination, the outstanding principal of the B Note is automatically and irrevocably forgiven in full. All obligations under the note are deemed satisfied and discharged without further action from any party.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 05:00 PM

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): May 29, 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 May 29, 2026, Soulpower Acquisition Corporation (the “Company”) issued an unsecured promissory note in the principal amount of up to $2,500,000 (the “B Note”) to Soulpower Management LLC (the “Lender”). 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. The Company will use 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 Note is qualified in its entirety by reference to the full text of the Note, a copy 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		B Note issued in favor of Soulpower Management LLC, dated May 29, 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: June 1, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

EX-10.1 EX-10.1 4.2 KB

Soulpower Acquisition adds $2.5M sponsor note

Rhea-AI Filing Summary

Positive

Negative