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Correspondence 0001641172-25-001068 from Soulpower Acquisition Corp. (SOUL)

Soulpower Acquisition Corp.
Date: March 28, 2025 · CIK: 0002025608 · Accession: 0001641172-25-001068

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File numbers found in text: 333-284465

Date
January 24, 2025
Author
Acquisition Corporation
Form
CORRESP
Company
Soulpower Acquisition Corp.

Letter

VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission Attention: Stacie Gorman and Pam Howell RE: Soulpower Acquisition Corporation (the "Company") Registration Statement on Form S-1 Filed January 24, 2025, as amended (File No. 333-284465) (the "Registration Statement")

Dear Ms. Gorman and Ms. Howell:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:45 p.m. Eastern Time on April 1, 2025, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's securities counsel, Sichenzia Ross Ference Carmel LLP.

[Signature page follows]

Very
truly yours,
Soulpower
Acquisition Corporation

Show Raw Text
CORRESP
 1
 filename1.htm

 Soulpower
Acquisition Corporation

 50
West 55th Street, 17th Floor, New York, New York 10019

 March
28, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Stacie Gorman and Pam Howell

 RE:
 Soulpower
 Acquisition Corporation (the "Company")

 Registration
 Statement on Form S-1

 Filed
 January 24, 2025, as amended

 (File
 No. 333-284465) (the "Registration Statement")

 Dear
Ms. Gorman and Ms. Howell:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:45 p.m. Eastern Time on April 1, 2025,
or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's securities
counsel, Sichenzia Ross Ference Carmel LLP.

 [Signature
page follows]

 Very
 truly yours,

 Soulpower
 Acquisition Corporation

 By:
 /s/
 Justin Lafazan

 Name:
 Justin
 Lafazan

 Title:
 Chief
 Executive Officer