SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SOULPOWER ACQUISITION SPONSOR LLC

(Last) (First) (Middle)
250 WEST 55TH STREET,
17TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Soulpower Acquisition Corp. [ SOUL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 04/03/2025 P 400,000(1) A $10 400,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (5) 04/03/2025 J 100,000(6) (5) (5) Class A Ordinary Shares 100,000 (2)(5) 8,208,333(7) D(2)
Rights to receive Class A Ordinary Shares (3) 04/03/2025 P 400,000(3) (3) (3) Class A Ordinary Shares 40,000 (3) 8,608,333(4)(7) D
1. Name and Address of Reporting Person*
SOULPOWER ACQUISITION SPONSOR LLC

(Last) (First) (Middle)
250 WEST 55TH STREET,
17TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOULPOWER MANAGEMENT LLC

(Last) (First) (Middle)
250 WEST 55TH STREET, 17TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lafazan Justin

(Last) (First) (Middle)
250 WEST 55TH STREET, 17TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman
Explanation of Responses:
1. Reflects the 400,000 Class A ordinary shares of Soulpower Acquisition Corporation (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Soulpower Acquisition Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
2. These shares represent the Founder Shares held by Soulpower Acquisition Sponsor LLC (the "Sponsor"). The Founder Shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's IPO do not exercise in full their over-allotment option as described in the Issuer's registration statement. Soulpower Management LLC ("SML") is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Soulpower International Corporation ("SIC") is the managing member of SML and Justin Lafazan is the director of SIC. As such, each of SIC and Justin Lafazan may be deemed to share beneficial ownership of the ordinary shares held of record by the Sponsor and each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
3. Represents the 40,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 400,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.
4. Represents (i) the 400,000 rights referred to in footnotes 1 and 3 and (ii) 8,208,333 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.
5. As described in the registration statement on Form S-1 (File No. 333-284465) of the Issuer under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date
6. As described in the Registration Statement, these 100,000 shares were automatically forfeited by the Sponsor due to the partial exercise of the Underwriters' overallotment exercise.
7. Does not reflect the 12,500 Founder Shares that are held directly by Justin Lafazan.
/s/ Justin Lafazan Authorized Signatory of Soulpower Acquisition Sponsor LLC 04/07/2025
/s/ Justin Lafazan Authorized Signatory of Soulpower Management LLC 04/07/2025
/s/ Justin Lafazan 04/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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