Soulpower Acquisition Corp.

S-11 forms-1.htm

As filed with the U.S. Securities and Exchange Commission on January 24, 2025.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

FORM S-1**

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Soulpower Acquisition Corporation**

**(Exact name of registrant as specified in its charter)

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

**+1 201-282-6717

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Justin Lafazan

Chief Executive Officer

CO Services Cayman Limited, Willow House, Cricket Square

Grand Cayman KY1-1001

Cayman Islands

Telephone: +1 201-282-6717

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$200,000,000

20,000,000 Units

Soulpower Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that are sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights.

Our sponsor, Soulpower Acquisition Sponsor LLC, and Cantor Fitzgerald & Co., the representative of the underwriters, have committed to purchase an aggregate of 6,000,000 warrants (each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Of those 6,000,000 warrants, our sponsor has agreed to purchase 4,000,000 warrants and Cantor Fitzgerald & Co. has agreed to purchase 2,000,000 warrants. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Other third-party accredited investors with pre-existing business relationships with our management team and sponsor will have an aggregate [ ]% indirect interest in our founders shares and private placement warrants through membership interests in our sponsor.

Our sponsor has purchased an aggregate of 5,750,000 Class B ordinary shares for an aggregate of $25,000, up to 750,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments described herein. Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.Upon consummation of this offering or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will begin paying an affiliate of our sponsor $5,000 per month for office space and administrative and personnel services. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our sponsor. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See“Summary — Sponsor Information”, “Summary — The Offering — Founder Shares”, “Summary — The Offering — Transfer Restrictions on Founder Shares”, “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and*****“Risk Factors — Risks Relating to our Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”***for further discussion on our sponsor’s and our affiliates’ securities and compensation.

As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse an affiliate of our sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand.See the sections titled“Summary — Sponsor Information”,**“Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holder of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”and “Management — Conflicts of Interest”for more information.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.

Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol “SOUL” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols “SOUL” and “SOULWS,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

(1) $0.20 per unit, or $4,000,000 in the aggregate, is payable upon the closing of this offering, independent of whether the underwriter’s over-allotment option is exercised or not. In addition, (i) $0.40 per unit sold in the base offering, or $8,000,000 in the aggregate, and (ii) $0.60 per unit sold pursuant to the underwriters’ over-allotment option, if any, or up to an additional $1,800,000 in the aggregate, is payable for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to Cantor for its own account concurrently with completion of an initial business combination in the amounts set forth above, as described in this prospectus. Does not include certain fees and expenses payable to Cantor in connection with this offering. See also “Underwriting” for a description of underwriting compensation and other items of value payable to Cantor. Of the proceeds we receive from this offering and the sale of the placement warrants described in this prospectus, $200,000,000 or $230,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.See the section titled “Risk Factors — Risks Relating to our Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option.See section entitled “Dilution” for more information.

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.See the sections titled “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [●], 2025

Sole Book-Running Manager

Cantor

, 2025

Table of Contents

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.

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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:

Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Our Company

We are a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management and operating experience.

Our management team has an extensive track record of creating value for shareholders. We believe that our management team and board of directors are well positioned to identify attractive target businesses and to facilitate a successful business combination. Our team and board include individuals who have spent the majority of their careers acquiring, managing, working with, and building industry leading businesses.

Our primary objective is to acquire a high-quality business, or multiple businesses, within our category of interest that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to identify, acquire, and, after our initial business combination, enhance the growth of a company, or multiple companies, that complement the experience and expertise of our team.

We currently intend to concentrate our efforts on identifying businesses operating within the category of insurance services, retirement savings, and other related financial services**.** While we may pursue a business combination outside of that industry, we believe our focus best combines the expertise and experience of our management team with a sector that offers attractive investment opportunities.

Our Management Team

We believe a successful management team operating an acquisition vehicle within our category of interest must possess at least four key areas of expertise to be successful.

With these criteria in mind, we have a board of directors that we believe excel in these areas.

Our management team is led by Justin Lafazan, the Chairman of our Board of Directors and Chief Executive Officer and Teresa Strassner, our Chief Financial Officer and Director.

Justin Lafazan is an entrepreneur with unique abilities to create compelling vision and recruit a world-class team to deliver results. Prior to leading Soulpower, Justin founded Next Gen HQ in October 2014, a venture-backed technology firm, for which he was awarded the Forbes 30-under-30 recognition in the category of education. Justin served as the Chief Executive Officer of Next Gen HQ from October 2014 through December 2022. and as a director since October 2023. Beginning in January 2023, Justin also serves as the Chairman of Fam1 Investments, a private family investment entity. Justin is a thought leader in the category of personal freedom and economic self-development, having authored two books, “What Wakes You Up” and “Now That’s Momentum”. Justin is a graduate of the Wharton School of Business at the University of Pennsylvania.

Teresa Strassner has spent her career focused on creating financial value within the asset management industry. She has developed a specific skillset in the areas of mergers and acquisitions. In September 2019, she founded the buy-side focused investment bank and fractional CFO firm Vantage Financial. Teresa is an alumnus of the University of Hartford, where she graduated with honors, holding a dual degree in musicological and sociological research with a concentration in qualitative data analysis. Her combination of accounting, financial and mergers and acquisitions experience makes her an invaluable asset as Chief Financial Officer.

We have also onboarded a group of directors who will provide public company governance, executive leadership, operational oversight, insurance, private equity investment management and capital markets experience.

Jeffrey Hoffman is an award-winning global entrepreneur, CEO, worldwide motivational speaker, bestselling author, producer of a Grammy Award winning jazz album, and executive producer of an Emmy Award winning television show. He is the executive producer of GOING PUBLIC, a show where viewers worldwide can invest in the startups that Mr. Hoffman is mentoring on the air. In his career, he has been the founder of multiple startups, he has been the CEO of both public and private companies, and he has served as a senior executive in many capacities. Mr. Hoffman has been part of a number of well-known successful startups, including Priceline.com/Booking.com, uBid.com and more. Since December 2017, Mr. Hoffman has been the Chairman of the Global Entrepreneurship Network, which works with entrepreneurs in 200 countries. He is also on the Advisory Board of CEED Global, the Centers for Entrepreneurship and Executive Development, teaching entrepreneurship globally in developing countries. Mr. Hoffman is also the founder and CEO of World Youth Horizons, a non-profit organization providing homes, schools, food, and health care to children in need around the globe. Mr. Hoffman regularly appears on Fox News, Fox Business, CNN, CNN International, Bloomberg News, CNBC, ABC, and NPR, and in publications including Forbes, Inc., Time, Fast Company, and the Wall Street Journal. He was recently awarded a humanitarian award from Disney and Be Great, as well as a Lifetime Achievement Award from the Los Angeles Tribune for his business and philanthropic contributions. Mr. Hoffman holds a bachelor of science degree from Yale University.

Blake Janover is the founder, chairman, and CEO of Janover Inc., a Nasdaq-listed company (JNVR) revolutionizing the commercial finance industry, particularly multifamily and commercial property loans, with its AI-enabled, B2B fintech platform and its accompanying suite of products including enterprise SaaS and insurtech. Mr. Janover currently has more than 15 years of experience as an entrepreneur and a history of running multiple businesses relating to multifamily and commercial property finance, business financing, real estate, technology, consulting, and management and marketing services. Before founding Janover Inc in November 2018, from 2004 to 2019, Mr. Janover served as a consultant on various real estate projects, such as multifamily and commercial real estate finance projects, as well as a partner in a large apartment development in Miami. Since founding Janover Inc in November 2018, Mr. Janover has been its chief executive officer, president, and chairman of its board. Mr. Janover was an Official Member of the Forbes Real Estate Council, an On Deck Proptech and Scale Fellow, and participated in Harvard Business School’s inaugural executive education program Leveraging Fintech to Grow and Compete. He graduated the Harvard Business School’s Owner/President Management Program (OPM) 60 cohort in November 2023, and he is an Entrepreneur in Residence at Florida Atlantic University.

Ty R. Sagalow is the CEO and founder of Innovation Insurance Group, LLC. Mr. Sagalow is a 38-year veteran of the insurance industry, having held senior executive positions in underwriting, legal, and product development for major insurance companies. Most of Mr. Sagalow’s career was spent at AIG where he held various positions including chief underwriting officer and general counsel of AIG Executive Liability (D&O, E&O), chief operating officer of AIG eBusiness Risk Solutions (Cyber insurance) and president of AIG Product Development. Following AIG, Mr. Sagalow was chief innovation officer of Zurich North American and chief innovation officer of Tower Group. In 2015, Mr. Sagalow became a founding member of Lemonade Group, its founding chief insurance officer and founding chief executive officer of Lemonade Insurance Company. Lemonade is the first licensed and regulated InsureTech insurance company in the United States and is widely viewed as one of the founding companies of the InsurTech phenomenon. In 2017, Ty returned to Innovation Insurance Group, LLC, a company he founded in 2012, in his continued role as CEO. He continued on the board of Lemonade Insurance Company until 2019. Currently, Mr. Sagalow is the Chief Insurance Officer of Insurtech MGA d/b/a Assurely, a position that he has held since November 2017. With his unique background combining management and professional liability legal, underwriting, and policy drafting, Mr. Sagalow is one of the industry’s most sought-after pre- and post-litigation expert witnesses in D&O/E&O coverage disputes and other insurance matters. As a founding member of Lemonade, Mr. Sagalow now regularly consults with several InsurTech companies. Mr. Sagalow is an expert in new product development in a range of insurance product lines, particularly cyber-insurance, directors & officers liability insurance, professional liability insurance, employment practices liability insurance, and reputation insurance. Mr. Sagalow is a frequent author and speaker. His works include @Risk: Internet and E-Commerce Insurance and Reinsurance Legal Issues and Directors & Officers Insurance Handbook. Mr. Sagalow has spoken before various tech, legal and insurance forums on issues including the White House, Department of Homeland Security, and Congress. He is a summa cum laude graduate of Long Island University, a cum laude graduate of Georgetown University Law Center, and he earned the LLM from New York University School of Law.

David Magli is the Chief Executive Officer and Founder of Magstar Capital LLC, a position he has held since January 2018. He is responsible for managing the firm’s global investment banking business, including its M&A and Capital Raising advisory engagements across all sectors. For more than two decades, Mr. Magli has served as a trusted advisor to companies and investors throughout the U.S. on merger & acquisition and capital raising activities. Mr. Magli regularly advises companies across banking and specialty finance, food and beverage, agriculture, healthcare/medical device, technology, logistics and manufacturing, real estate, and asset management/fund sectors. Mr. Magli has also previously served in executive management roles for investment banking firms advising and investing in the financial services, healthcare, business services, media and consumer industries, as well as a diversified holding company with operating and investment interests in the media, entertainment and publishing industries. Mr. Magli received his JD/MBA, cum laude from American University and his bachelor’s degree in finance from Georgetown University in Washington, D.C., where he was also a member of the NCAA Division 1 Men’s Varsity Soccer team. Mr. Magli currently holds the Series: 7, 24, 63, 79, 87 & 99 registrations with FINRA.

Marques Colston is a seasoned business leader, Super Bowl champion, an inductee in the New Orleans Saints Hall of Fame and the Sports Hall of Fame in both Pennsylvania and Louisiana. While an active player for the New Orleans Saints, he was the all-time franchise leader in receptions, receiving yards, and total touchdowns. In January 2024, Mr. Colston founded Champion Venture Partners Inc, a sports asset management firm investing in growth state sports companies. Since September 2020, Marques has served as an Executive Coach and Consultant in Marques Colston Enterprises LLC, providing 1:1 coaching support for entrepreneurs, athletes, and executives. From December 2018 to December 2021, Mr. Colston served as Managing Director, Virtua Health Systems Center for Innovation. His strategic vision and desire to support athletes was the driver in attaining the Series 66 and Series 7 licenses, becoming a Registered Investment Adviser. He also launched an executive education program tailored for professional athletes at Columbia Business School. He also played a pivotal role in building and growing The Players Impact as Managing Director, as well as serving in advisory capacities with NFL Players Inc. and NFLPA One Team Collective. Mr. Colston’s work in the community includes appointments to the executive committee at Son of a Saint and Career Immersion and Leadership Institute (CILI). He also launched a mentorship and enrichment program, in partnership with the Urban Entrepreneurship and Policy Institute at University of New Orleans called Dollars to Dreams, supporting high school students with financial education and entrepreneurship resources. Mr. Colston holds a B.A.,(Interdisciplinary Studies) from Hofstra University

Frank Candio is an entrepreneur, investor, board member, and advisor to early stage and emerging B2B technology companies. From 2006 to 2013, Mr. Candio was the founding partner and chief marketing officer of Sales Engine International, a marketing services and technology firm. Since 2013, Mr. Candio has been an advisor to and investor in global technology and services firms. In May 1991, Mr. Candio founded Cambridge Resources, an advisory consultancy. He was previously a director of OSG Billing Services, a position he held for nearly a decade. Mr. Candio holds a BA in humanities from Thomas Edison State College.

Daniel Hickey brings 30 years of diverse insurance experience across the P&C industry and is the Founding Partner and CEO of Roosevelt Road Capital Partners since March 2009. RRCP is a Global Insurance Organization, which wholly owns Tradesman Program Managers USA MGA (of which Mr. Hickey has been the CEO since November 2016), K&B Specialty Insurance (of which Mr. Hickey has been the CEO since August 2021), Renaissance Specialty Insurance and Roosevelt Road Re a Class 3B Category VIII Bermuda reinsurance company. Mr. Hickey served as CEO and Chairman of Majestic Holdings, LLC, a company he took public in 2005. RRCP has grown premiums in excess of $350m and has established itself as the industry leader in providing best in class claims and loss control to the New York Construction market, habitational real estate, Sport and Entertainment and Assisted Living industry niches with exceptional underwriting results.

Mr. Hickey has an outstanding philanthropic record as he coaches youth football and also hosts the Eileen Hickey holiday dinner on Thanksgiving and Christmas feeding over 1500 people every holiday for the last 40 years. Mr. Hickey has a thorough understanding of the intricacies of the insurance model from top to bottom, understands the role each key discipline plays in a successful operation and possesses the keen ability and vision to build and execute an effective company strategy. Mr. Hickey graduated from Northeastern University in 1990 with a B.A. in Business Administration, majoring in finance, and graduated with honors (cum laude).

Natasha Srulowitzis a seasoned leader with experience in driving transformative change across global enterprises and startups. With a diverse skill set encompassing strategic partnerships development, startup operations management, and customer acquisitions, Ms. Srulowitz currently serves as the interim director of the Innovation Lab at Yeshiva University. She previously was the Vice-President of Innovation at Citibank from October 2022 to January 2023, a strategy consultant at next Gen HQ from October 2020 to July 2022 and the director of the accelerator program at Exceed Network from April 2017 to June 2020. Ms. Srulowitz has an MBA from Columbia Business School and a degree in business administration and finance from the University of Washington- Michael G. Foster School of Business.

Our board members have extensive experience, having served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well following the completion of our initial business combination.

We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on businesses in the consumer financial services industry, including businesses that focus insurance services and long-term savings and investments and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders.

The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”

Our Investment Thesis and Strategy

Our objective is to acquire a high-quality business, or multiple businesses, within our category of interest that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to identify, acquire, and, after our initial business combination, enhance the growth of a company, or multiple companies, that complement the experience and expertise of our team.

We currently intend to concentrate our efforts on identifying businesses operating within the category of consumer financial services, with a particular interest in businesses that support consumer activities related to insurance services and long-term savings and investments. While we may pursue a business combination outside of that industry, we believe our focus best combines the expertise and experience of our management team with a sector that offers attractive investment opportunities.

We believe technology is changing the way that consumers interact with financial services in our categories of interest. This ongoing transformation creates new opportunities for firms to better service their consumers. We intend to target companies that are capitalizing, or have the potential to capitalize, on the new strategic, operational, and commercial opportunities brought about through technological transformation.

Consistent with this strategy, we have identified the following general areas of focus that we believe are important in evaluating prospective targets. We will use these in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria.

Industry Opportunity

We believe that our target industry is attractive for a number of reasons, including the following:

The Scale of Global Opportunity – Insurance

Insurance is one of the largest industries in the world. Insurance premiums combined represent almost $5 trillion dollars globally. Total assets for insurance carriers increased by 4.9% in 2021 to $44 trillion (GIMAR, SWM). The overall credit quality of assets is high. The scale of the sector at large is a sign of its import to our economy and societal structure.

The Rise of Asset Management Interest In Life Insurance

While generally true to all insurance verticals, specific to life insurance, the balance sheet of a life insurance and annuities carrier represents one form of “permanent capital” – investment funds that do not have to be returned to Limited Partner investors on a specified timetable. This capital type is a “holy grail” to private investors, as managers can save time on fundraising and achieve new levels of flexibility to invest without pre-determined time-return profiles.

In 2021, private investors announced deals to acquire – or reinsure – over $200 billion of US liabilities (McKinsey). This investor group now owns over $900 billion of life and annuity assets across Europe and the Americas. Nearly all major private equity firms have exponentially increased their holdings of life and annuity assets

The Scale of Financial Problems for Consumers

We believe there is latent market demand for long-term savings and investments products and services in our retirement savings category given the scale of the “problems” facing consumers.

While employment patterns have shifted for most workers, the retirement savings industry has not adapted accordingly. When the original retirement savings industry was created, many American workers were receiving defined benefit and defined contribution retirement plans as the economy was largely structured around long-career tenures. Today, lifetime corporate employment has largely been replaced by a high-turnover employment pattern, multi-job work, and the rise of the 1099 “gig economy,” We also believe there is widespread consumer doubt about the stability and comprehensive support provided by Social Security. These systemic trends are leaving many workers and consumers without comprehensive long-term savings security.

Financial stress, particularly in America, remains at an all-time high. 4+ out of 10 US workers are living paycheck to paycheck, 1 out or 3 is experiencing material mental or emotional health issues related to money. 70% said it is difficult to be happy given their economic situation, and 90% of Americans feel stressed when it comes to money (CNBC).

We believe the primary driver for stress around money is the interplay between savings and expenses. Short-term expenses are real, present, and often unavoidable. They’re also costly (and costs are rising). That makes it psychologically challenging to save for the future. Because of this, fewer than half of Americans have an emergency fund (CNBC). Out of those with an emergency fund, about 1 out of 4 has less than $5,000 saved. Credit card balances are ballooning, and delinquency rates are increasing. And American household debt is all-time high ($15 trillion in 2021), and only going up (SoFi). As a nation, we owe $10 trillion+ in mortgage debt, $1.5+ trillion in student loans, $2 trillion+ in auto loans and credit debt, and more.

Simply put, people feel trapped when it comes to money. The scale of this market problem brings with it the opportunity to meet unmet market demand and create a highly valuable enterprise.

The Scale of The Financial Assets and Opportunity

There is still nearly $40 trillion invested in US retirement vehicles. In fact, retirement assets account for 30%+ of total household financial assets in the US (Congressional Research Service).

Assets in IRAs totaled $12.955 trillion at the end of the second quarter of 2023, up 4% year over year (ICI). There was $7.040 trillion in 401(k)s for the second quarter of 2023, and $11.125 trillion across Defined Contribution plans for the first quarter of 2024.

These are true “mass-market” products, too, used by hundreds of millions of every-day Americans (ICI).

The average balances are $127,745 in IRAs for the first quarter of 2024 and $125,900 in 401(k)s for the first quarter of 2024 (Nerdwallet). Most of this money is Americans saving and stashing it themselves, as the average 401(k) employer contribution is just 4.6% in the first quarter of 2024.

In addition the “greatest wealth transfer in history” will pass along another $85 trillion. Total family wealth skyrocketed for the last generation due to surging home and stock values, reaching $140 Trillion in 2022 (New York Times). That generation has aged, and is starting to die and pass along their assets. An estimated $85 Trillion is projected to be passed from older Americans to millennial-approximate heirs through 2045, with $16 trillion passed within the next decade alone.

To demonstrate the scale of this transfer, UBS reports for the first time, across all editions of their annual Billionaire report, that Billionaires have now accumulated more wealth through inheritance than entrepreneurship (UBS).

The financial services industry represents a significant part of the global economy. In 2020, finance and insurance represented approximately 8.3%, or $1.7 trillion, of U.S. gross domestic product (source: trade.gov).

Broad Universe of Potential Targets.

The total global investment in technology-enabled financial companies has risen substantially over recent years. As an example, in 2023, $113.7 billion worth of new investments flowed to 4,547 FinTech deals (source: KPMG).

Pace of Growth and Innovation across subsectors.

We believe the pace of innovation is accelerating across consumer financial services. New technology trends driving technological transformation across our category of interest include: artificial intelligence and machine learning technology; big data and analytics technology; cloud technologies; APIs including open banking and connectivity; digital assets and blockchain technology; exchanges, trading platforms, and capital markets technology; payments technology; regulatory and compliance technology; risk technology including technologies covering fraud, cybersecurity, and related identity protections; wealth management technologies.

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to focus on companies that provide value-added services that we believe:

We intend to seek targets with an aggregate combined enterprise value of approximately $300 million to $1.2 billion, based upon widely accepted valuation standards and methodologies. We believe targeting companies in this “middle market” will provide the greatest number of opportunities for investment.

We believe technology is changing the way that consumers interact with financial services in our categories of interest. This ongoing transformation creates new opportunities for firms to better service their consumers. We intend to target companies that are capitalizing, or have the potential to capitalize, on the new strategic, operational, and commercial opportunities brought about through technological transformation.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission (the “SEC”).

Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Our amended and restated memorandum and articles of association prohibit redemptions in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001.

If we are unable to complete our initial business combination within 24 months from the closing of this offering and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.

The NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team and our independent directors own or will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As such, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Soulpower International Corporation is the sole managing member of Soulpower Acquisition Sponsor LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Soulpower International Corporation is controlled by Justin Lafazan, our Chief Executive Officer and Chairman of the Board of Directors. David Magli and Daniel Hickey, our directors, are members of our sponsor. As of the date of this prospectus, Soulpower International Corporation is entitled to receive an indirect interest in 19.75% of the founder shares and 9.33% of the Private Placement Warrants, David Magli is entitled to receive an indirect interest in 5.43% of the founder shares and 2.08% of the Private Placement Warrants and Daniel Hickey is entitled to receive an indirect interest in 10.87% of the founder shares and 4.17% of the Private Placement Warrants. Other third-party accredited investors with pre-existing business relationships with our management team and sponsor will have an aggregate [ ]% indirect interest in our founders shares and private placement warrants through membership interests in our sponsor.

Other than Justin Lafazan, through Soulpower International Corporation and Daniel Hickey, as of the date of this prospectus, no other person holds any direct or indirect material interest in the sponsor.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See the sections titled “Risk Factors — Risks Relating to our Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Dilution.” Additionally, we will reimburse an affiliate of our sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Further, the assumed exercise of the private placement warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares. See the section titled**“Dilution.”**

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.

Up to 750,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, 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. Further, any of the members of our sponsor may transfer their interests in the sponsor, leading to a transfer of their indirect interest in our securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein

Corporate Information

Our executive offices are located at 250 West 55 th Street, 17th Floor, New York, New York 10019, and our telephone number is +1 201-282-6717.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, on May 17, 2024 we received a tax exemption undertaking from the Government of the Cayman Islands to the effect that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the company, or to the security holders thereof, in respect of any such property or income.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30 th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30 th.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, NYSE will consider us to be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.