Business Context and Reporting Period
Soulpower Acquisition Corp. (SOUL), a Cayman Islands-based special purpose acquisition company (SPAC) and emerging growth company, filed this Form 8-K on February 19, 2026. The filing reports the entry into material definitive agreements involving the issuance of promissory notes to its sponsor, Soulpower Management LLC, for general working capital purposes.
Key Financial Metrics and Obligations
The filing details the creation of two unsecured promissory notes (the "Notes") with the following terms and funding status as of February 19, 2026:
- A Note: Principal amount up to $785,000. $745,000 has been advanced. Bears a flat interest rate of 22% due at maturity. Due upon the earlier of the initial business combination or liquidation.
- B Note: Principal amount up to $2,500,000. Approximately $1,212,050 has been advanced. Bears no interest. Automatically forgiven in full upon consummation of the initial business combination; otherwise due upon default or liquidation.
- Total Advanced: Approximately $1,957,050 combined from both notes.
The filing does not provide specific revenue, profit, cash flow, or margin data, as this is a current report regarding a specific transaction rather than a periodic financial statement.
Material Changes and Related Party Transactions
The primary material change is the incurrence of new debt obligations totaling up to $3,285,000 in principal capacity. These are related-party transactions as the Lender is the sole managing member of the Company's sponsor. The Lender is controlled by Justin Lafazan, the Company's CEO and Chairman. The proceeds are designated for general working capital to support the Company's operations while seeking an initial business combination.
Outlook, Risks, and Contingencies
The repayment and forgiveness of the Notes are contingent upon the success of the Company's initial business combination:
- Success Scenario: The B Note is forgiven entirely. The A Note becomes due and payable with 22% interest.
- Failure Scenario: If the Company liquidates or fails to consummate a business combination, both notes become due (subject to events of default), creating a significant liability.
- Risk Factors: The A Note carries a high interest rate (22%). Both notes are subject to customary events of default that could trigger immediate acceleration of the unpaid principal and accrued interest.
Investor Verification Checklist
- Verify the exact amount of cash advanced under the A Note ($745,000) and B Note (~$1,212,050) against the Company's latest balance sheet.
- Confirm the status of the initial business combination search, as this determines whether the B Note will be forgiven or become a payable debt.
- Review the full text of the Notes (Exhibits 10.1 and 10.2) for specific definitions of "events of default" that could trigger immediate repayment.
- Assess the Company's remaining trust account balance and working capital runway to determine if the 22% interest on the A Note is sustainable if a deal is not closed quickly.