Soulpower Acquisition Corp. 8-K

What Happened Soulpower Acquisition Corp. announced on May 29, 2026 that it issued an unsecured promissory note (the “B Note”) for up to $2,500,000 to Soulpower Management LLC. The note bears no interest, is not convertible into company securities, and proceeds will be used for general working capital.

Key Details

• Principal: up to $2,500,000; dated May 29, 2026.
• Forgiveness: outstanding principal is automatically and irrevocably forgiven in full upon consummation of the Company’s initial business combination.
• If no business combination: the B Note becomes due upon either an event of default or the Company’s liquidation.
• Related party: the lender (Soulpower Management LLC) is the sponsor’s sole managing member; its sole managing member is Soulpower International Corporation, controlled by CEO and Chairman Justin Lafazan; certain directors are also members of the lender.
• Other terms: no interest, not convertible, subject to customary events of default; the full note is filed as an exhibit to the 8-K.

Why It Matters This is a short-term funding arrangement from an affiliate to support operations until a business combination. The automatic forgiveness on closing of the initial business combination reduces long-term dilution or repayment risk if a deal is completed, but the note represents a related-party obligation until forgiven and would be payable on default or liquidation if no combination occurs. Investors should note the affiliation with company leadership and that the financing increases near-term liquidity for working capital.