UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction |
(Commission File Number) |
(IRS
Employer |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name
of each exchange on which registered | ||
| of one Class A ordinary share upon the consummation of the initial business combination |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Consulting Agreement
On July 7, 2025, the Company appointed Mr. Joshua Lafazan as President of the Company and entered into a consulting agreement with him (“President Consulting Agreement”).
Mr. Lafazan was a member of the Nassau County Legislature from the 18th district from January 2018 to December 2023. He attended Cornell University for bachelor of science degree and Harvard University for his masters of education degree. He is currently a doctoral candidate in education at the University of Pennsylvania. He also teaches a course on running for office as a young candidate at Long Island University.
The Company and Mr. Lafazan have entered into a consulting agreement (the “President Consulting Agreement”) pursuant to which Mr. Lafazan will serve as President from the date of the agreement until the consummation of the Company’s business combination, unless terminated earlier. His duties include 1) investor relations, 2) government relations and 3) community relations. Mr. Lafazan will receive consulting fees of $7,500 per month.
The foregoing description of the President Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the President Consulting Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference
Mr. Lafazan is the brother of Justin Lafazan, Chief Executive Officer and Chairman of the Board. Other than that, Mr. Lafazan does not have a family relationship with any director or executive officer of the Company (or any person nominated or chosen by the Company to become a director or executive officer of the Company) or a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Consulting Agreement with Chief Financial Officer
On July 7, 2025, the Company entered into a consulting agreement with Teresa Strassner, the Chief Financial Officer of the Company (“CFO Consulting Agreement”).
The CFO Consulting Agreement is in effect from the date of the agreement until the consummation of the Company’s business combination unless terminated earlier. Ms. Strassner will receive consulting fees of $10,000 per month pursuant to the CFO Consulting Agreement.
| 2 |
The foregoing description of the CFO Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CFO Consulting Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference
Ms. Strassner does not have a family relationship with any director or executive officer of the Company (or any person nominated or chosen by the Company to become a director or executive officer of the Company) or a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement dated July 7, 2025 between Soulpower Acquisition Corporation and Joshua Lafazan. | |
| 10.2 | Consulting Agreement dated July 7, 2025 between Soulpower Acquisition Corporation and Teresa Strassner. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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: July 11, 2025 | ||
| 4 |