Soulpower Acquisition Corp. Files S-1 for IPO

Ticker: SOUL-UN · Form: S-1 · Filed: Jan 24, 2025 · CIK: 2025608

Soulpower Acquisition Corp. S-1 Filing Summary
FieldDetail
CompanySoulpower Acquisition Corp. (SOUL-UN)
Form TypeS-1
Filed DateJan 24, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$200,000,000, $10.00, $11.50, $1.00, $6,000,000
Sentimentneutral

Sentiment: neutral

Topics: spac, ipo, real-estate, construction

TL;DR

Soulpower Acquisition Corp. (SPWR) files S-1 for IPO, targeting real estate & construction. Get ready.

AI Summary

Soulpower Acquisition Corp. filed an S-1 registration statement on January 24, 2025, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on real estate and construction, with its principal executive offices located at 250 West 55th Street, New York, NY. Justin Lafazan serves as the Chief Executive Officer.

Why It Matters

This S-1 filing indicates Soulpower Acquisition Corp. is preparing to go public, potentially bringing new investment opportunities in the real estate and construction sectors.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), Soulpower Acquisition Corp. has no specific business operations yet, making its future success highly dependent on identifying and completing a suitable acquisition.

Key Numbers

  • 333-284465 — SEC File Number (Identifies this specific registration filing with the SEC.)
  • 25553053 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

  • Soulpower Acquisition Corp. (company) — Registrant
  • January 24, 2025 (date) — Filing Date
  • Cayman Islands (location) — Jurisdiction of Incorporation
  • 6770 (industry_code) — Standard Industrial Classification Code
  • Justin Lafazan (person) — Chief Executive Officer
  • CO Services Cayman Limited (company) — Agent for Service
  • Ross David Carmel (person) — Legal Counsel
  • Avital Perlman (person) — Legal Counsel
  • Sichenzia Ross Ference Carmel LLP (company) — Legal Counsel

FAQ

What is the primary business focus of Soulpower Acquisition Corp.?

Soulpower Acquisition Corp. is a blank check company focused on the real estate and construction industry, as indicated by its SIC code 6770.

When was the S-1 filing submitted to the SEC?

The S-1 filing was submitted to the U.S. Securities and Exchange Commission on January 24, 2025.

Who is the Chief Executive Officer of Soulpower Acquisition Corp.?

Justin Lafazan is the Chief Executive Officer of Soulpower Acquisition Corp.

Where are Soulpower Acquisition Corp.'s principal executive offices located?

The principal executive offices of Soulpower Acquisition Corp. are located at 250 West 55th Street, 17th Floor, New York, New York 10019.

What is the jurisdiction of incorporation for Soulpower Acquisition Corp.?

Soulpower Acquisition Corp. is incorporated in the Cayman Islands.

Filing Stats: 4,553 words · 18 min read · ~15 pages · Grade level 17.5 · Accepted 2025-01-24 13:12:21

Key Financial Figures

  • $200,000,000 — TO COMPLETION, DATED JANUARY 24, 2025 $200,000,000 Soulpower Acquisition Corporation 2
  • $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
  • $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
  • $1.00 — hare at $11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggre
  • $6,000,000 — re, at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placemen
  • $25,000 — s B ordinary shares for an aggregate of $25,000, up to 750,000 of which will be surrend
  • $300,000 — ring or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to c
  • $5,000 — egin paying an affiliate of our sponsor $5,000 per month for office space and administ
  • $1,500,000 — our initial business combination, up to $1,500,000 of such loans may be convertible into w
  • $100,000 — d thereon (less taxes payable and up to $100,000 of interest income to pay dissolution e
  • $0.20 — ses, to us $ 9.40 $ 188,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregat
  • $4,000,000 — $ 188,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregate, is payable upon the c
  • $0.40 — n is exercised or not. In addition, (i) $0.40 per unit sold in the base offering, or
  • $8,000,000 — per unit sold in the base offering, or $8,000,000 in the aggregate, and (ii) $0.60 per un
  • $0.60 — r $8,000,000 in the aggregate, and (ii) $0.60 per unit sold pursuant to the underwrit

Filing Documents

Risk Factors

Risk Factors 44 Cautionary Note Regarding Forward-Looking Statements 89

Use of Proceeds

Use of Proceeds 91 Dividend Policy 93

Dilution

Dilution 94 Capitalization 97 Management’s Discussion and Analysis of Financial Condition and Results of Operations 98 Proposed Business 103 Effecting our Initial Business Combination 117 Management 137 Principal Shareholders 149 Certain Relationships and Related Party Transactions 153

Description of Securities

Description of Securities 156 Taxation 175

Underwriting

Underwriting 186 Legal Matters 195 Experts 195 Where You Can Find Additional Information 196 Index to Financial Statements F-1 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: “we,” “us,” “company” or “our company” are to Soulpower Acquisition Corporation, a

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