Soulpower SPAC borrows $2.5M from CEO-controlled entity, debt forgiven if deal closes

Filed June 1, 2026 · Period ending May 29, 2026 · ~1 min read

Key Changes

• high

  Company issued $2.5M unsecured note to Soulpower Management LLC, controlled by CEO Justin Lafazan and involving board members—a related-party transaction that demonstrates insider support but raises conflict-of-interest concerns.

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• high

  The entire $2.5M debt will be automatically forgiven if the SPAC completes its business combination, effectively converting insider financing into a capital contribution upon deal success.

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• medium

  If no business combination occurs, the note becomes due upon liquidation or default, creating a contingent liability that only materializes if the SPAC fails to find a merger target.

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