SOUL Soulpower Acquisition Corp. - 8-K

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
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”). 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. The Company will use
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 Note is qualified in its entirety by reference to the full text of the Note, a copy 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

B Note issued in favor of Soulpower Management LLC, dated May 29, 2026

104

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