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, 2024

☐ 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 16, 2024 there were 7,765,144 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.

POWERUP ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements	2

	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	2

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	3

	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2024 and 2023 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Control and Procedures	25

PART II – OTHER INFORMATION

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	26

Item 6.	Exhibits	27

SIGNATURES		28

	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Prepaid expenses and other	$	43,052		$	81,223
Due from Sponsor		299,921			-
Total current assets		342,973			81,223

Investments held in Trust Account		6,524,611			19,901,169
TOTAL ASSETS	$	6,867,584		$	19,982,392

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	584,078			152,005
Loan and Transfer notes payable		427,788			12,384
Subscription Agreement loan		4,929,475			—
Due to affiliate		298,939			238,939
Total current liabilities		6,240,280			403,328
TOTAL LIABILITIES		6,240,280			403,328

COMMITMENTS AND CONTINGENCIES (Note 6)		-			-
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption at redemption value, $0.0001 par value, 577,644 and 1,803,729 shares, respectively, as of June 30, 2024 and December 31, 2023		6,524,611			19,901,169

SHAREHOLDER’S 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 issued or outstanding at June 30, 2024 and December 31, 2023, respectively (excluding 577,644 and 1,803,729 shares, respectively, subject to redemption as of June 30, 2024 and December 31, 2023)		719			719
Class B ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 0 issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Ordinary shares		—			—
Additional paid-in capital		8,863,852			10,964,930
Accumulated deficit		(14,761,878	)		(11,287,754	)
Total shareholders’ deficit		(5.897.307	)		(322,105	)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	6,867,584		$	19,982,392

	2024			2023			2024			2023
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
OPERATING EXPENSES
General and administrative expenses	$	501,012		$	288,246		$	3,023,690		$	612,811
Total operating expenses		(501,012	)		(288,246	)		(3,023,690	)		(612,811	)

Other income (expense):
Interest earned on investments held in Trust Account		169,912			2,100,063			404,765			5,297,061
Other (expense)		(62,974	)		—			(58,940	)		—
Change in fair value of convertible note		(208,184	)		—			(391,494	)		—
Total other (expense) income, net		(101,246	)		2,100,063			(45,669	)		5,297,061

Net (loss) income	$	(602,258	)	$	1,811,817		$	(3,069,359	)	$	4,684,250

Weighted average shares outstanding of Class A ordinary shares		8,465,764			15,875,671			8,728,497			24,055,927

Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.07	)	$	0.09		$	(0.35	)	$	0.16

Weighted average shares outstanding of Class B ordinary shares		—			3,753,472			—			5,479,972

Basic and diluted net income per share, Class B ordinary shares	$	—		$	0.09		$	—		$	0.16

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

Balance - January 1, 2024		7,187,500	$	719		—	$	—	$	10,964,930		$	(11,287,754	)	$	(322,105	)
Remeasurement for Class A shares to redemption value		—		—		—		—		—			(234,853	)		(234,853	)
Face value of convertible note in excess of fair value		—		—		—		—		242,489			—			242,489
Issuance of subscription shares		—		—		—		—		213,764			—			213,764
Net loss		—		—		—		—		—			(2,467,101	)		(2,467,101	)
Balance – March 31, 2024		7,187,500	$	719		—	$	—	$	11,421,183		$	(13,989,708	)	$	(2,567,806	)
Remeasurement for Class A shares to redemption value		—		—		—		—		—			(169,912	)		(169,912	)
Face value of convertible note in excess of fair value		—		—		—		—		26,967			—			26,967
Issuance of subscription shares		—		—		—		—		(2,584,298	)		—			(2,584,298	)
Contribution - shareholder non-redemption agreements		—		—		—		—		784,302			—			784,302
Shareholder non-redemption agreements		—		—		—		—		(784,302	)		—			(784,302	)
Net loss		—		—		—		—		—			(602,258	)		(602,258	)
Balance - June 30, 2024		7,187,500	$	719		—	$	—	$	8,863,852		$	(14,761,878	)	$	(5,897,307	)

	2024			2023
	For the Six Months Ended
	June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(3,069,359	)	$	4,684,250
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on investments held in Trust Account		(404,765	)		(5,297,061	)
Change in fair value of convertible note		391,494			-
Changes in operating assets and liabilities:
Prepaid expenses		38,171			259,720
Due from Sponsor		(299,921	)		-
Accounts payable and accrued expenses		432,072			(78,967	)
Due to affiliate		60,000			60,000
Net cash flows used in operating activities		(2,852,308	)		(372,058	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemptions		13,781,323			284,283,159
Net cash flows provided by investing activities		13,781,323			284,283,159

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Subscription Agreement loan		2,558,941			—
Proceeds from Loan and Transfer Payable		293,367			—
Redemption of ordinary shares		(13,781,323	)		(284,283,159	)
Net cash flows used in financing activities		(10,929,015	)		(284,283,159	)

NET CHANGE IN CASH		—			(372,058	)
CASH, BEGINNING OF THE PERIOD		—			497,259
CASH, END OF THE PERIOD	$	—		$	125,201

Supplemental disclosure of noncash activities:
Forgiveness of the deferred underwriting commissions payable charged to additional paid in capital	$	—		$	(10,812,500	)
Remeasurement of Class A ordinary shares to redemption value	$	404,765		$	5,297,061
Sponsor shares contributed for no redemption of shares	$	784,302		$	118,298

Redeemable ordinary shares subject to possible redemption at December 31, 2023	$	19,901,169
Plus:
Remeasurement of carrying value to redemption value		404,765
Less:
Redemption		(13,781,323	)
Redeemable ordinary shares subject to possible redemption at June 30, 2024	$	6,524,611

		Class A			Class B		Class A		Class B
	For the three months ended June 30, 2024					For the three months ended June 30, 2023
		Class A			Class B		Class A		Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(602,258	)	$	—	$	1,465,363	$	346,454
Denominator:
Weighted average shares outstanding		8,465,764			—		15,875,671		3,753,472
Basic and dilution net (loss) income per share	$	(0.07	)	$	—	$	0.09	$	0.09

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and
	●	if, and only if, the reported last sale price of the Public Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

			Quoted Prices in		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
June 30, 2024	Level		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment held in Trust Account		1	$	6,524,611		—		—
Liabilities:
Subscription Agreement loan		3	$	—		—	$	4,929,475
Loan and Transfer notes payable		3	$	—		—	$	427,788

Inputs	June 30, 2024
Term Remaining		0.25
Share Price	$	11.27
Risk-Free Rate		5.33% - 5.48	%


Initial Subscription Agreement loans at March 5, 2024	$	1,786,236
Initial Financial Liabilities – SPAC loans	$	1,786,236
Change in fair value		3,143,239
Subscription Agreement loans at June 30, 2024	$	4,929,475
Financial Liabilities – SPAC loans	$	4,929,475


Loan and Transfer notes payable at December 31, 2023	$	12,384
Change in fair value		415,404
Loan and Transfer notes payable at June 30, 2024	$	427,788

Exhibit No.		Description
2.1		Amendment Agreement, dated June 6, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on June 7, 2024).
10.1		Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to Amendment No. 1 to the Form S-4 filed by PowerUp Acquisition Corp. on May 14, 2024).
10.2		Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 22, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

	POWERUP ACQUISITION CORP.

Date: August 16, 2024	By:	/s/ Surendra Ajjarapu
	Name:	Surendra Ajjarapu
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 16, 2024	By:	/s/ Howard Doss
	Name:	Howard Doss
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by PowerUp Acquisition Corp.