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- Related Party (new) — Company borrowed from entity controlled by CEO and sponsor, with board members also involved as lender members.
Soulpower SPAC borrows up to $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
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high
Company issued up to $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.
Item 1.01 verify on EDGAR → -
high
The entire up to $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.
Item 1.01 verify on EDGAR → -
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.
Item 1.01 verify on EDGAR → -
medium
The note bears no interest and is non-convertible; proceeds will fund general working capital as the SPAC continues its search for an acquisition target.
Item 1.01 verify on EDGAR →
Summary
Soulpower Acquisition Corp., a SPAC searching for its initial business combination, has secured up to $2.5 million in working capital financing from an entity controlled by its own CEO and sponsor. The unsecured, non-interest-bearing note comes from Soulpower Management LLC, where CEO Justin Lafazan holds control and several directors participate as members.
This related-party arrangement demonstrates insider confidence but also concentrates financial relationships among company leadership. For retail investors, the key mechanism is the forgiveness provision: if Soulpower successfully completes a merger or acquisition, the entire up to $2.5 million debt disappears automatically.
This aligns insider interests with deal completion and effectively converts the loan into sponsor support. However, if the SPAC liquidates without finding a target, the note becomes due, creating a claim on remaining assets. Watch for the company's next business combination announcement or extension vote. The insider financing suggests management expects to close a deal, but the related-party nature means investors should scrutinize any proposed transaction for fairness and whether insider relationships influenced deal terms or valuation.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
8-K filing appears incomplete or truncated with no substantive disclosure provided.
Added in current filing · verify on EDGAR →
Item 1.01. Entry into a Material Definitive Agreement
The information provided in
The 8-K indicates Item 1.01 was triggered, which typically discloses entry into a material definitive agreement such as a merger, acquisition, financing, or other significant contract. However, the filing text appears incomplete or truncated with no actual agreement details, terms, parties, or substantive information provided. This may indicate a filing error or incomplete submission.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
The company issued an unsecured promissory note for up to $2.5 million to Soulpower Management LLC. The note bears no interest and is not convertible into company securities. Proceeds will be used for general working capital purposes.
Added in current filing · verify on EDGAR →
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.
The entire principal balance will be automatically forgiven if the company completes its initial business combination. This means the $2.5 million debt would be eliminated without repayment if a merger or acquisition is successfully completed.
Added in current filing · verify on EDGAR →
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 lender is controlled by the company's CEO and Chairman, and certain directors are also members of the lending entity. This creates a related-party transaction where insiders are providing financing, which could present conflicts of interest but also demonstrates insider confidence in the company's prospects.
Event · Item 9.01 — Financial Statements and Exhibits
Soulpower issued a B Note to its management LLC on May 29, 2026.
Added in current filing · verify on EDGAR →
B Note issued in favor of Soulpower Management LLC, dated May 29, 2026
The company issued a B Note to Soulpower Management LLC, an affiliated entity, on May 29, 2026. This represents a debt instrument or financing arrangement with a related party (the management entity). The 8-K does not provide details on the note's principal amount, interest rate, maturity, or purpose, but the issuance to management may warrant investor attention as a related-party transaction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify