SOUL.NYSESoulpower Acquisition CORP
SCHEDULE 13D: Soulpower Acquisition Corp. Founders Disclose Significant Beneficial Ownership Ahead of Business Combination
Sentiment:
Beneficial Ownership Report (Schedule 13D)
Soulpower Acquisition Corp.'s key entities and CEO, Justin Lafazan, have disclosed beneficial ownership of over 25% of the company's ordinary shares, primarily through founder shares and private placement units, as detailed in a recent Schedule 13D filing.
Capital raiseThe document details the Sponsor's purchase of 400,000 Placement Units at $10.00 per unit, simultaneously with the consummation of the Issuer's Initial Public Offering (IPO), which represents a capital raise for the Issuer.
Summary
- Soulpower Acquisition Sponsor LLC, Soulpower Management LLC, Soulpower International Corporation, and Justin Lafazan (collectively, the "Reporting Persons") have filed a Schedule 13D, disclosing their beneficial ownership in Soulpower Acquisition Corp.
- The Reporting Persons collectively own 8,608,333 Ordinary Shares, representing 25.35% of the issued and outstanding shares, with Justin Lafazan holding a slightly higher percentage of 25.39% due to direct ownership of 12,500 Class B shares.
- The total outstanding Ordinary Shares of Soulpower Acquisition Corp. as of April 3, 2025, are 33,953,333, comprising 25,620,000 Class A Ordinary Shares and 8,333,333 Class B Ordinary Shares.
- The aggregate purchase price for the Ordinary Shares beneficially owned by the Reporting Persons was $4,025,000, funded by the working capital of the Sponsor.
- The shares include 400,000 Class A Ordinary Shares acquired as part of units in a private placement at $10.00 per unit, and 8,208,333 Class B Ordinary Shares (founder shares) which are convertible into Class A Ordinary Shares.
- The Reporting Persons have acquired these shares for investment purposes and may adjust their holdings based on market conditions and other factors.
- As a blank check company, Soulpower Acquisition Corp. was formed to effect a business combination, and the Reporting Persons have committed to voting their shares in favor of any proposed business combination and not redeeming any shares in connection with such a vote.
Sentiment
Score: 6
Explanation: The document is largely neutral as it's a factual disclosure of beneficial ownership and related agreements for a SPAC. The commitments by the sponsor to vote for a business combination and indemnify the trust account are positive for public shareholders, while the lock-up on sponsor shares is a standard, neutral aspect.
Positives
- The filing confirms a significant and stable ownership base (over 25%) by the company's sponsor and management, indicating strong alignment with the company's objective of completing a business combination.
- The Sponsor has committed to indemnify the Issuer against certain claims from vendors or target businesses, ensuring the Trust Account funds remain above $10.00 per public share, which protects public shareholders' redemption value.
Negatives
- Founder shares and shares underlying placement units are subject to lock-up provisions, restricting their transferability until 30 days after the consummation of the initial business combination, which limits liquidity for these specific holdings.
- Founder shares and any Ordinary Shares underlying the Placement Units will not participate in any liquidating distribution if a business combination is not consummated, meaning the sponsor bears the risk of failure to complete a deal.
Risks
- The Issuer is a newly organized blank check company, and its success is contingent on identifying and consummating an initial business combination, which carries inherent uncertainties.
- The value of Class B Ordinary Shares is subject to adjustment and conversion into Class A Ordinary Shares, which could impact the ownership structure and voting power post-business combination.
- Up to 1,100,000 founder shares are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, which could slightly reduce the initial shareholders' aggregate holdings.
Future Outlook
The Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Reporting Persons may make further acquisitions or dispose of shares based on ongoing evaluation of the investment, market conditions, and other opportunities. They have committed to voting their shares in favor of any proposed business combination and not redeeming shares in connection with such a vote.
Management Comments
- "The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes."
- "The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors."
- "The Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination."
Industry Context
This filing is typical for a Special Purpose Acquisition Company (SPAC) following its Initial Public Offering (IPO). It establishes the foundational ownership structure by the sponsor and key management, which is a standard step in the SPAC lifecycle before identifying and executing a de-SPAC transaction (business combination). The commitments made by the Reporting Persons, such as voting in favor of a business combination and not redeeming shares, are common features designed to facilitate the SPAC's primary objective.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement on Voting and Redemption | The Sponsor and directors agreed to vote their Founder Shares, any Ordinary Shares underlying the Placement Units, and any public shares in favor of any proposed business combination (with an exception for Class A shares purchased after public announcement of intention to engage in proposed business combination). They also agreed not to redeem any Ordinary Shares in connection with a shareholder vote to approve the initial business combination or certain amendments. | 2025-04-01 | Enhances the likelihood of a business combination being approved by ensuring a significant block of votes, and reduces redemption risk for the initial business combination, which is crucial for a SPAC's success. |
| Amendment Restrictions | The Sponsor and directors agreed not to propose amendments to the Issuer's Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Issuer's obligation to redeem 100% of public shares if a business combination is not consummated within 24 months from IPO completion, or other provisions relating to Class A Ordinary Shares rights or pre-initial business combination activity, unless public shareholders are offered redemption. | 2025-04-01 | Protects public shareholders' rights by limiting the ability to alter key SPAC provisions without offering a redemption option, ensuring their investment is not held indefinitely without a deal or a clear exit. |
| Liquidation Distribution Exclusion | The Founder Shares and any Ordinary Shares underlying the Placement Units will not participate in any liquidating distribution upon winding up if a business combination is not consummated. | 2025-04-01 | Aligns sponsor incentives with public shareholders by ensuring the sponsor only profits if a successful business combination occurs, as their initial investment is at risk if no deal is completed. |
| Sponsor Indemnification | The Sponsor agreed to indemnify the Issuer against certain claims from vendors or target businesses to ensure that funds in the Trust Account do not fall below $10.00 per public share (or a lesser amount due to asset value reductions), net of taxes payable, unless such parties waive claims against the Trust Account. | 2025-04-01 | Provides an additional layer of protection for the Trust Account, safeguarding the redemption value for public shareholders against potential liabilities. |
| Registration Rights Agreement | The Sponsor and certain other security holders were granted certain demand and 'piggyback' registration rights, subject to customary conditions and limitations. | 2025-04-01 | Provides the sponsor and other key holders with the ability to register and sell their shares in the future, offering a potential liquidity path post-business combination. |
Related Party Transactions
- On June 10, 2024, the Sponsor paid $25,000 to the Issuer for 5,750,000 founder shares.
- On July 22, 2024, each of the Issuer's directors purchased 12,500 founder shares from the Sponsor for a nominal price of $1.00.
- On March 13, 2024, each of the Issuer's directors transferred 4,166.97 founder shares to the Sponsor.
- In April 2025, the Issuer effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, benefiting initial shareholders.
- On April 1, 2024, each of the directors transferred 1,250 founder shares to the Sponsor.
- On April 3, 2025, the Sponsor purchased 400,000 Placement Units from the Issuer at $10.00 per unit pursuant to a Private Placement Units Purchase Agreement.
- The Issuer, the Sponsor, and the directors entered into a Letter Agreement (Insider Letter) and a Registration Rights Agreement on April 1, 2025, outlining various commitments and rights related to their shareholdings and the business combination process.
Stakeholder Impact
- **Shareholders (Public):** The commitments by the Reporting Persons to vote for a business combination and not redeem shares increase the likelihood of a deal closing. The indemnification by the Sponsor helps protect the Trust Account value, ensuring a minimum redemption price if no business combination is completed. Restrictions on amendments to the Articles of Association also protect public shareholder rights.
- **Shareholders (Sponsor/Founders):** Their significant beneficial ownership aligns their interests with the company's success. However, their shares are subject to lock-up periods and forfeiture conditions, and they will not participate in liquidation distributions if a business combination is not consummated, placing their initial investment at risk.
- **Employees:** No direct impact mentioned, but successful completion of a business combination would provide stability and future opportunities.
- **Customers/Suppliers:** No direct impact mentioned, as the Issuer is a blank check company. Future business combination could impact these stakeholders of the target company.
- **Creditors:** The Sponsor's indemnification agreement provides a layer of protection for the Trust Account against certain claims from vendors or target businesses, indirectly benefiting creditors by ensuring the Trust Account's integrity.
Next Steps
- The Issuer's primary next step is to identify and consummate an initial business combination with one or more businesses.
- The Reporting Persons may make further acquisitions or dispose of Ordinary Shares based on their ongoing evaluation of the investment and market conditions.
- The Class B Ordinary Shares held by the Reporting Persons are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination.
Key Dates
| Date | Description |
|---|---|
| 2024-03-13 | Each of the Issuer's directors transferred 4,166.97 founder shares to the sponsor. |
| 2024-04-01 | Each of the directors transferred 1,250 founder shares to the sponsor. |
| 2024-06-10 | Sponsor paid $25,000 for 5,750,000 founder shares to cover certain of the Issuer's offering costs. |
| 2024-07-22 | Each of the Issuer's directors purchased 12,500 founder shares from the sponsor for a nominal price of $1.00. |
| 2025-03 | Issuer effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in initial shareholders holding an aggregate of 7,666,667 founder shares. |
| 2025-04 | Issuer effected a share capitalization of 0.11 shares for each Class B ordinary share outstanding, resulting in initial shareholders holding an aggregate of 8,433,333 founder shares. |
| 2025-04-01 | Issuer, Sponsor, and directors entered into a letter agreement (Insider Letter) and a registration rights agreement in connection with the IPO. |
| 2025-04-03 | Consummation of the Issuer's Initial Public Offering (IPO); Sponsor purchased 400,000 Placement Units at $10.00 per unit. This is the date of the event which requires the filing of this statement. |
| 2025-04-04 | Current Report on Form 8-K filed by the Issuer with the SEC, incorporating by reference agreements related to the private placement, insider letter, and registration rights. |
| 2025-04-09 | Date of the Schedule 13D filing and Joint Filing Agreement. |
Keywords
Soulpower Acquisition Corp, Schedule 13D, Beneficial Ownership, SPAC, Special Purpose Acquisition Company, Class A Ordinary Shares, Class B Ordinary Shares, Founder Shares, Private Placement Units, Initial Public Offering, IPO, Business Combination, Trust Account, Corporate Governance, SEC Filing, Justin Lafazan
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