Soulpower Acquisition Corp. Issues \$2.5 Million Unsecured Promissory Note to Sponsor Affiliate

Key Highlights

• Material Financing Agreement: On May 29, 2026, Soulpower Acquisition Corporation (“Soulpower” or “the Company”) entered into a significant financial arrangement by issuing an unsecured promissory note (the “B Note”) with a principal amount of up to \$2,500,000 to Soulpower Management LLC, an affiliate of the Company’s sponsor.
• Forgiveness Upon Business Combination: The outstanding principal balance of the B Note will be automatically and irrevocably forgiven in full if Soulpower successfully consummates its initial business combination. In this scenario, all obligations under the B Note will be deemed satisfied and discharged without further action.
• Terms if No Business Combination: If the Company fails to complete a business combination, the B Note will become due and payable upon either (1) the occurrence of an event of default or (2) the liquidation of the Company.
• No Interest or Conversion Feature: The B Note bears no interest and is not convertible into securities of Soulpower Acquisition Corp.
• Use of Proceeds: Funds from the B Note will be used for general working capital purposes.
• Related Party Transaction: The Lender, Soulpower Management LLC, is the sole managing member of the Company’s sponsor. The sponsor is controlled by Justin Lafazan, the Company’s CEO and Chairman. Several other directors are also members of the Lender, highlighting the related-party nature of this transaction.
• Potential for Default: The B Note includes customary events of default, certain of which would trigger immediate repayment of all outstanding principal and other sums due.

Details Investors and Shareholders Must Know

• This is a material related-party transaction. The Company is borrowing up to \$2.5 million from an affiliate of its sponsor, controlled by its CEO and Chairman, Justin Lafazan. This structure aligns the sponsor’s and management’s interests with those of public shareholders, as the note is only forgiven if a business combination is achieved.
• Potential Share Price Impact:
  • If Soulpower achieves a business combination: The obligation will disappear, and the Company will not need to repay the \$2.5 million, improving the post-combination financial position.
  • If Soulpower fails to achieve a business combination: The Company will be required to repay the note upon liquidation or default, which could impact the residual value for shareholders.
• No Dilutive Effect: The note is not convertible into equity, so there is no dilution to existing shareholders from this financing.
• Working Capital: The infusion of up to \$2.5 million provides additional working capital, potentially extending the Company’s runway to secure a business combination and avoid costly liquidation.

Summary Table of Terms

Potential Share Price Sensitivities

• Positive: The additional capital may enable Soulpower to close an attractive business combination, which could be value-accretive for shareholders. The forgiveness feature aligns management incentives with shareholders, as management benefits only if a deal is completed.
• Negative: If the Company cannot complete a business combination, the obligation to repay the note could diminish the cash returned to shareholders in liquidation. The related-party nature of the transaction may also raise governance or independence concerns among some investors.

Governance and Transparency

• The Company has disclosed this transaction through a Current Report on Form 8-K and has filed the full text of the B Note as an exhibit for shareholder review. This transparency is important for investor confidence, especially given the related-party nature of the financing.
• Shareholders should monitor for further updates related to the Company’s progress toward consummating a business combination, as the terms of this promissory note directly link to that outcome.

Conclusion

The entry into the \$2.5 million unsecured promissory note with its sponsor affiliate is a significant development for Soulpower Acquisition Corp. It provides immediate working capital to support ongoing operations and the pursuit of a business combination. However, the related-party nature of the transaction, the conditional forgiveness, and the potential impact on liquidation proceeds are all factors that shareholders should weigh carefully. Any developments related to the Company’s business combination efforts, or changes in the treatment of this note, could have material impacts on the Company’s valuation and share price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with their financial advisors before making investment decisions. The author is not responsible for any investment actions taken based on the information provided above.

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