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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

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Stacie Gorman and Pam Howell

 Re:
 Soulpower Acquisition Corporation

 Registration Statement on Form
S-1

 Filed January 24, 2025, as amended

 File No. 333-284465

 Dear Ms. Gorman and Ms. Howell:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Soulpower Acquisition Corporation
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:45 p.m.
Eastern Time on April 1, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /S/ DAVID BATALION

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [ Signature Page to UW Acceleration Request ]

November 4, 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. 2 to Draft Registration Statement on Form S-1
Submitted October 23, 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 October 15, 2024, letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Summary, page 1
1.We note your response to prior comment 2 and reissue. We note that your disclosure
on pages 75 and 113 continues to indicate that you do not believe that the "fiduciary
duties or contractual obligations of [your] officers or directors will materially affect
[your] ability to complete our initial business combination." Please revise to reconcile
your disclosure with the disclosure on page 13 or disclose the basis for your
statements.

November 4, 2024
Page 2
Sponsor Information, page 13
2.We note your response to prior comment 3. We note, in your response letter, you
state: "other than Soulpower International Corporation, which is the managing
member of the sponsor, no person holds any membership interests in our sponsors."
Please revise your disclosure to clearly state that no other person has a direct or
indirect material interest in your sponsor or otherwise confirm you have provided all
of the disclosure required by Item 1603(a)(7) of Regulation S-K.
Risk Factors, page 44
3.We note your response to prior comment 6. We are unable to locate your revision in
response to this comment and therefore reissue. Please revise the risk factor on page
74 added in response to prior comment 8 of our letter dated September 11, 2024, 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
4.We note that, in footnote 5, you have assumed use of proceeds for only 12 months for
the office and administrative support. Given that you have up to 24 months to
complete the initial business combination, please advise why you have not included
costs assuming you continue for that period of time.
Executive Officer and Director Compensation, page 142
5.We note your response to prior comment 9. We are unable to locate your revision in
response to our comment and therefore reissue. 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.

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.

September 11, 2024
Justin Lafazan
Chief Executive Officer
Soulpower Acquisition Corp.
250 West 55th Street
17th Floor
New York, NY 10019
Re:Soulpower Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 14, 2024
CIK No. 0002025608
Dear Justin Lafazan:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted August 14, 2024
Cover Page
1.We note your disclosure that certain institutional investors may purchase non-managing
sponsor membership interests and may purchase shares in the offering. Please disclose the
number of institutional investors. Please disclose whether there is a cap on the amount
that each investor may purchase. Please disclose that the non-managing sponsor investors
will have the potential to realize enhanced economic returns from their investment as
compared to other investors purchasing in the offering. Further, please disclose the
potential material impact of these purchases on public investors and clarify whether the
potential limited number of public investors would impact your listing eligibility. Lastly,
please file any agreement or form of any agreements with the non-managing sponsor
investors as exhibits.

September 11, 2024
Page 2
2.We note your disclosure in paragraph 8 of the cover page regarding some of the potential
conflicts of interest that your sponsor, co-founders and members of management may
have. Please revise to state clearly that there may be actual or potential material conflicts
of interest between the sponsor, its affiliates, or promoters on one hand, and purchasers in
the offering on the other. Please refer to Item 1602(a)(5) of Regulation S-K.
Summary, page 1
3.We note your disclosure on page 46 that you could seek third party financing and on page
61 that you could seek PIPE financing. Please revise your summary disclosure to include
the information required by Item 1602(b)(5) of Regulation S-K.
Initial Business Combination, page 11
4.Please disclose the basis for your statement on page 13 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.
Sponsor Information, page 13
5.Please revise the disclosures on page 14, outside of the table, to describe the extent to
which the exercise of the private warrants on a cashless basis and the conversion of the
working capital loans into warrants may result in a material dilution of the purchasers'
equity interests. Further, please revise the table to include the anti-dilution adjustment of
the founder shares. See Item 1602(b)(6) of Regulation S-K. Please make similar revisions
to your disclosure on page 114 in accordance with Item 1603(a)(6) of Regulation S-K.
Private Placement Warrants, page 25
6.Please disclose all material differences between the private placement warrants and the
warrants included in the units in the public offering. For example, we note the ability to
exercise the warrants on a cashless basis as disclosed on page 148.
Conflicts of Interest, page 39
Please revise disclosure in this section to address the following:
•In the fourth paragraph, please clarify the conflict that relates to the "different
timelines" of completing your business combination given the personal and financial
interests of your directors and executive officers.
•Please revise the third paragraph to clearly identify the conflicts of the sponsor,
officers or directors from owning securities in the company, including the nominal
price paid for the founders' shares, and the conflicts of interest in determining whether
to pursue a de-SPAC transaction, and in negotiating or accepting the terms of the
transaction.
•Please add disclosure regarding any reimbursements or other cash payments that may
be made to the sponsor, officers or affiliates prior to or in connection with an initial
business combination that may result in a conflict of interest.
Reconcile the disclosure regarding the payment of finders fees, consulting fees or
advisory fees that may be paid to your sponsor or members of management with the
disclosure on page 38, which only reflects such potential payments to independent •7.

September 11, 2024
Page 3
directors, advisors or their affiliates. To the extent such fees may be paid, please
include clear disclosure in the table of compensation on page 14 and reconcile
disclosure elsewhere in the prospectus as needed.
Risk Factors, page 44
8.We note the disclosure on page 16 that "in order to facilitate our initial business
combination or for any other reason determined by our sponsor in its sole discretion, our
sponsor may surrender or forfeit, transfer or exchange our founder shares, private
placement warrants or any of our other securities, including for no consideration, as well
as subject any such securities to earn-outs or other restrictions, or otherwise amend the
terms of any such securities or enter into any other arrangements with respect to any such
securities." Please add risk factor disclosure regarding any risk that the sponsor may
remove itself as Sponsor from the company before identifying a business combination,
including through the unconditional ability to transfer the founder shares or otherwise.
The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering ...., page 78
9.Given the indications of interest from the non-managing sponsor investors to purchase
substantially all of the units in this offering, please explain the statement that you "do not
expect any purchase of units by the non-managing sponsor investors to negatively impact
[y]our ability to meet Nasdaq listing eligibility requirements."
Use of Proceeds, page 92
10.The deferred underwriters' commission in your second sentence in note 3 to the table does
not appear consistent with the underwriting fees disclosure on page 187. Please clarify
and/or revise accordingly.

Dilution, page 95
11.Please expand your narrative disclosure to clarify the issuance of additional ordinary or
preference shares that may significantly dilute equity interests of public shareholders to
disclose those scenarios that may result in additional issuances of ordinary or preference
shares, such as completion of the initial business combination, additional financing and
the up to $1,500,000 of working capital loans that may be convertible into private
placement warrants. See Item 1602(c) of Regulation S-K.
Capitalization, page 98
12.We note your underwriter over-allotment liability in the amount of $3,480,000 in the
capitalization table under the as adjusted column.  Please tell us and revise your
disclosures to clarify the nature of this liability and how the amounts were determined.
Proposed Business
Sponsor Information, page 114
13.In the disclosure on page 114, please state the amount of the material interests in the
sponsor that are held by Justin Lafazan and David Magli. Please see Item 1603(a)(7) of
Regulation S-K.

September 11, 2024
Page 4
14.Please revise the table on pages 15 and 115 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
15.We note the reference on page 116 to your management team's involvement in their prior
SPACs. Please revise to provide the disclosure required by Item 1603(a)(3) regarding the
experience of the sponsor, its affiliates and any promoters in SPACs.
16.Please revise the disclosure on page 115 to address the possibility of indirect transfers of
your securities through the transfer of sponsor interests by sponsor members or other
affiliates. See Item 1603(a)(6) of Regulation S-K.
Management , page 138
17.Please ensure that you disclose five years of disclosure for each director and executive
officer. Please specify the date and month each individual's employment began and ended
during that period. Refer to Item 401 of Regulation S-K. For example only, please
disclose Justin Lafazan's experience from 2022 through 2024.
Executive Officer and Director Compensation, page 142
18.Please revise to discuss the membership interests in the sponsor that your independent
directors will receive for their services as a director. See Item 402(r)(3) of Regulation S-
K.
Conflicts of Interest, page 146
19.Please revise to provide all of the disclosure regarding actual or potential conflicts of
interest that may arise in determining whether to proceed with a de-SPAC transaction, and
any material conflict of interest arising from the manner in which you compensate the
sponsor, officer or directors, or the manner in which your sponsor compensates it officer
directors. Your disclosure should include conflicts between your sponsor or its affiliates,
or your officers, directors or promoters on one hand, and your unaffiliated security
holders on the other. Please see Item 1603(b) of Regulation S-K.
General
20.We note the dilution table and footnote 1 to the financial statements reflect that a business
combination will not occur if net tangible assets would fall below $5,000,001. Please
revise the disclosure in the prospectus to clearly reflect this limitation upon redemptions.
            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.