Soulpower Acquisition Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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 February 19, 2026, Soulpower Acquisition Corporation (the “Company”) issued an unsecured promissory note in the principal amount of up to $785,000 (the “A Note”) to Soulpower Management LLC (the “Lender”). The A Note is due on the earlier of (i) the consummation of the Company’s initial business combination or (ii) the liquidation of the Company and may be prepaid at any time without penalty. A flat-rate of 22% of the principal amount in interest is due at maturity, unless earlier prepaid. The A Note 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 A Note, accrued interest and all other sums payable with regard to the A Note becoming immediately due and payable. As of the date of this Current Report on Form 8-K, $745,000 has been advanced to the Company under the A Note. The Company has used the proceeds from the A Note for general working capital purposes.
On the same date, the Company issued an additional unsecured promissory note to the Lender in the principal amount of up to $2,500,000 (the “B Note” and together with the A Note, the “Notes”). 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. As of the date of this Current Report on Form 8-K, approximately $1,212,050 has been advanced to the Company under the B Note. The Company has used 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 Notes is qualified in its entirety by reference to the full text of the Notes, a copy of each 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 | A Note issued in favor of Soulpower Management LLC, dated February 19, 2026 | |
| 10.2 | B Note issued in favor of Soulpower Management LLC, dated February 19, 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: February 25, 2026 | ||