SOUL · Soulpower Acquisition Corp.

As described in the registration statement on Form S-1 (File No. 333-284465) of the Issuer under the heading "Description of Securities--Founder Shares," the Class B ordinary 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

As described in the Registration Statement, these 100,000 shares were automatically forfeited by the Sponsor due to the partial exercise of the Underwriters' overallotment exercise.

These shares represent the Founder Shares held by Soulpower Acquisition Sponsor LLC (the "Sponsor"). The Founder Shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's IPO 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 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.

Does not reflect the 12,500 Founder Shares that are held directly by Justin Lafazan.

Represents the 40,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 400,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

Represents (i) the 400,000 rights referred to in footnotes 1 and 3 and (ii) 8,208,333 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

Does not reflect the 12,500 Founder Shares that are held directly by Justin Lafazan.

Reflects the 400,000 Class A ordinary shares of Soulpower Acquisition Corporation (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Soulpower Acquisition Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.