Sec Form 3/A Filing - Lafazan Justin @ Soulpower Acquisition Corp. - 2025-04-01

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lafazan Justin 2. Issuer Name and Ticker or Trading Symbol Soulpower Acquisition Corp. [ SOUL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O SOULPOWER ACQUISITION CORPORATION,, 250 WEST 55TH STREET, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2025 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 04/01/2025 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 12,500 D Class B Ordinary Shares ( 2 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 8,308,333 ( 2 ) ( 3 ) I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lafazan Justin C/O SOULPOWER ACQUISITION CORPORATION, 250 WEST 55TH STREET, 17TH FLOOR NEW YORK, NY10019 X X CEO and Chairman Signatures /s/ Justin Lafazan 04/07/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registration statement on Form S-1 (File No. 333-284465) of Soulpower Acquisition Corporation (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares ("Founder Shares") will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. ( 2 )These shares represent the Founder Shares held by Soulpower Acquisition Sponsor LLC (the "Sponsor"). . The Founder Shares include up to 1,100,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. Soulpower Management LLC ("SML") is the sole managing member of the Sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Soulpower International Corporation ("SIC") is the managing member of SML and Justin Lafazan is the director of SIC. As such, each of the Sponsor, SIC and Justin Lafazan may be deemed to share beneficial ownership of the ordinary shares held of record by the Sponsor and each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 3 )This amendment is being filed to correct the number of Founder Shares to 8,308,333 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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