UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41293

POWERUP ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

188 Grand Street Unit #195

New York, NY 10013

(Address of Principal Executive Offices, including zip code)

Tel: (347) 313-8109

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant	PWUPU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share, included as part of the Units	PWUP	The Nasdaq Stock Market LLC
Redeemable Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units	PWUPW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 8, 2023 there were 8,991,229 Class A ordinary shares, par value $0.0001 per share, and 0 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

POWERUP ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements	2

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	2

	Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)	3

	Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023 and 2022 (Unaudited)	4

	Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

POWERUP ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	125,201	$	497,259
Prepaid expenses and other		420,943		600,493
Total current assets		546,144		1,097,752
Prepaid expenses - noncurrent		—		80,170
Investments held in Trust Account		20,017,985		299,004,083
TOTAL ASSETS	$	20,564,129	$	300,182,005

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	101,667		180,634
Due to affiliate		182,689		122,689
Total current liabilities		284,356		303,323
Deferred Underwriting fee payable		—		10,812,500
TOTAL LIABILITIES		284,356		11,115,823

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption at redemption value, $0.0001 par value,1,803,729 and 28,750,000 shares as of June 30, 2023 and December 31, 2022, respectively		20,017,985		299,004,083

SHAREHOLDER’S EQUITY (DEFICIT)
Preference shares; $0.0001 par value, 5,000,000 shares authorized, none issued or outstanding		—		—
Class A ordinary shares; $0.0001 par value; 300,000,000 shares authorized; 7,187,500 and 0 issued or outstanding at June 30, 2023 and December 31, 2022, respectively (excluding 1,803,729 and 28,750,000 shares subject to redemption as of June 30, 2023 and December 31, 2022, respectively)		719		—
Class B ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 0 and 7,187,500 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		—		719
Additional paid-in capital		10,812,500		—
Accumulated deficit		(10,551,431)		(9,938,620)
Total shareholders’ equity (deficit)		261,788		(9,937,901)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	20,564,129	$	300,182,005

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
OPERATING EXPENSES
General and administrative	$	288,246	$	297,840	$	612,811	$	407,058
Total operating expenses		288,246		297,840		612,811		407,058
Other income:
Interest earned on investments held in Trust Account		2,100,063		418,533		5,297,061		439,926
Total other income		2,100,063		418,533		5,297,061		439,926
Net income	$	1,811,817	$	120,693	$	4,684,250	$	32,868

Weighted average shares outstanding of redeemable shares		15,875,671		28,750,000		24,055,927		20,172,652
Basic and diluted net income per share, redeemable shares	$	0.09	$	0.00	$	0.16	$	0.00
Weighted average shares outstanding of non-redeemable shares		3,753,472		7,187,500		5,479,972		7,187,500
Basic and diluted net income per share, non-redeemable shares	$	0.09	$	0.00	$	0.16	$	0.00

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B								Total
	Ordinary Shares			Ordinary Shares				Additional		Accumulated		Shareholders’
	Shares	Amount		Shares		Amount		Paid-in Capital		Deficit		Equity (Deficit)

Balance - January 1, 2023	—	$	—		7,187,500	$	719	$	—	$	(9,938,620)	$	(9,937,901)
Remeasurement for Class A shares to redemption value	—		—		—		—		—		(3,196,998)		(3,196,998)
Net income	—		—		—		—		—		2,872,433		2,872,433
Balance – March 31, 2023	—	$	—		7,187,500	$	719	$	—	$	(10,263,185)	$	(10,262,466)
Conversion of Class B shares to Class A	7,187,500		719		(7,187,500)		(719)		—		—		—
Remeasurement for Class A shares to redemption value	—		—		—		—		—		(2,100,063)		(2,100,063)
Reduction of U/W Fee Payable	—		—		—		—		10,812,500		—		10,812,500
Contribution - shareholder non-redemption agreements	—		—		—		—		118,298		—		118,298
Shareholder non-redemption agreements	—		—		—		—		(118,298)		—		(118,298)
Net income	—		—		—		—		—		1,811,817		1,811,817
Balance - June 30, 2023	7,187,500	$	719		—	$	—	$	10,812,500	$	(10,551,431)	$	261,788

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B								Total
	Ordinary Shares			Ordinary Shares				Additional		Accumulated		Shareholders’
	Shares	Amount		Shares		Amount		Paid-in Capital		Deficit		Deficit
Balance - January 1, 2022	—	$	—		7,187,500	$	719	$	24,281	$	(25,475)	$	(475)
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)	—		—		—		—		5,286,660		—		5,286,660
Proceeds from issuance of Private Placement Warrants to Sponsor	—		—		—		—		14,645,000		—		14,645,000
Remeasurement for redeemable shares to redemption value	—		—		—		—		(19,955,941)		(8,936,799)		(28,892,740)
Net loss	—		—		—		—		—		(87,826)		(87,826)
Balance – March 31, 2022	—	$	—		7,187,500	$	719	$	—	$	(9,050,100)	$	(9,049,381)
Remeasurement for Class A shares to redemption value	—		—		—		—		—		(439,926)		(439,926)
Net income	—		—		—		—		—		120,693		120,693
Balance - June 30, 2022	—	$	—		7,187,500	$	719	$	—	$	(9,369,333)	$	(9,368,614)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended
	June 30,
		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,684,250	$	32,868
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on investments held in Trust Account		(5,297,061)		(439,926)
Changes in operating assets and liabilities:
Prepaid expenses		259,720		(1,010,601)
Accounts payable and accrued expenses		(78,967)		28,676
Due to affiliate		60,000		62,689
Net cash flows used in operating activities		(372,058)

SEC Form 10-Q filed by PowerUp Acquisition Corp.