SecProbe.io

October 15, 2024
Justin Lafazan
Chief Executive Officer
Soulpower Acquisition Corp.
250 West 55th Street
17th Floor
New York, NY 10019
Re:Soulpower Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 24, 2024
CIK No. 0002025608
Dear Justin Lafazan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement Filed September 24, 2024
Cover Page
We note your response to prior comment 1 and reissue. The agreements with the non-
managing sponsor appear to be material. Please file the agreements in accordance
with Item 601(b)(10) of Regulation S-K. In addition, while we note that none of the
investors has expressed an interest to purchase more than 9.9% of the offering, please
disclose whether there is a cap on the amount that each investor may purchase.
Further, please expand your disclosure to clarify that, given the low price that the non-
managing sponsors will pay for their interest, they have an incentive to vote in favor 1.

October 15, 2024
Page 2
of any business combination, even if they are under no obligation.
Summary, page 1
2.We note the revision made to the disclosure on page 13 in response to prior comment
4. However, we continue to note the disclosure on page 75 and elsewhere in the
prospectus that you do not believe that the fiduciary duties or contractual obligations
of your officers or directors will materially affect your ability to complete your initial
business combination. Please reconcile with the disclosure on page 13 or disclose the
basis for your statements.
Sponsor Information, page 13
3.We note the removal of the disclosure that "no other person has a direct or indirect
material interest in our sponsor." Please confirm you have provided all of the
disclosure required by Item 1603(a)(7) of Regulation S-K or add the required
disclosure.
4.Please revise the disclosure in the tables here and on page 114 to reflect the
percentage ownership that would be maintained pursuant to the anti-dilution
provision. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
Summary of Financial Data, page 42
5.Please refer to footnotes (1), (2) and (5) to this table. Working capital is generally
calculated as current assets minus current liabilities, and total assets should reflect the
similarly titled line item on the face of your balance sheet. Please explain to us why it
is appropriate to include funds held in trust that will not be made available to you to
fund expenses and other working capital requirements in the "as adjusted" working
capital amount, and revise disclosures or revise calculated amounts (1), (2) and (5), as
appropriate.
Risk Factors, page 44
6.Please revise the risk factor on page 74 added in response to prior comment 8 to
discuss the risk to public investors if the ownership of the sponsor were to change or if
the sponsor were to divest its ownership interest in the company before identifying a
business combination.
Use of Proceeds, page 92
7.We note your Use of Proceeds table and your proceeds after estimated offering
expenses of $201,265,000 and $231,265,000 for without over-allotment option and
over-allotment option fully exercised, respectively. Given the detail presented on the
table, it appears the amounts are off by $15,000. Please clarify and/or revise
accordingly.
Reference is made to note (5), which represents the estimate for office space and
administrative support for twelve months. On page 14, you disclose that the office
space and administrative support is estimated to be $5,000 per month. As a result, a
twelve month estimate of such amounts would be approximately $60,000 instead of
$166,000. Please clarify and/or revise accordingly to ensure the amounts are disclosed 8.

October 15, 2024
Page 3
consistently throughout your prospectus, including the details of your liquidity
requirements on page 101.
Executive Officer and Director Compensation, page 142
9.We note that you revised the disclosure to clarify that your sponsor, officers, directors,
and affiliates may receive consulting, success, and finders fees. On page 144, you
state "no compensation of any kind, including finders, consulting or other similar fees,
will be paid to any of our existing shareholders, officers, directors or any of their
respective affiliates, prior to, or for any services they render in order to effectuate the
consummation of an initial business combination." Please revise as appropriate to
reconcile this disclosure.

            Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ross David Carmel, Esq.