PWUP / PowerUp Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 19, 2025, between ASPIRE BIOPHARMA HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers”). This Agr

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of August 19, 2025, by and between Aspire Biopharma Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including it

Aspire Biopharma Holdings, Inc. [Form of] Convertible Promissory Note

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Aspire Biopharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ 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. 001-41

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, 2025 ☐ TRANSITION REPORT PU

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, 2025 ☐ 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 ASPIRE BIOPHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Aspire Biopharma Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Comm

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Comm

Aspire Biopharma Holdings, Inc., Announces Michael C. Howe – with Decades of Experience at Leading and Building Brands in the Healthcare and Consumer Space – to be its New Chief Executive Officer

Exhibit 99.1 Aspire Biopharma Holdings, Inc., Announces Michael C. Howe – with Decades of Experience at Leading and Building Brands in the Healthcare and Consumer Space – to be its New Chief Executive Officer Michael Howe – who currently serves as an Independent Board Member – to assume CEO role on June 10, 2025 Michael’s career spans nationally recognized brands such as MinuteClinic, Procter & Ga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Comm

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002 May 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawfor Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-287240 Ladies and G

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 March 31, 2025 ☐ TRANSITION REPORT P

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 March 31, 2025 ☐ 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 Aspire Biopharma

As filed with the Securities and Exchange Commission on May 13, 2025

As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Com

Form of Settlement Agreement

Exhibit 10.1 EXECUTION VERSION SETTLEMENT AGREEMENT This settlement agreement (“Agreement”) is made as of this 24th day of April 2025, between and among Cobra Alternative Capital Strategies LLC (“Cobra”), Blackstone Capital Advisors, (“Blackstone”), and their affiliates (the “Lenders”), and Aspire Biopharma Holdings, Inc. (“Aspire”) (each of Cobra, Blackstone and Aspire may be referred to herein a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 Aspire Biopharma H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Com

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002 April 18, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Tyler Howes Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-286444 Ladies and Ge

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

As filed with the Securities and Exchange Commission on April 9, 2025

As filed with the Securities and Exchange Commission on April 9, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 number: 001-41293 Aspire Biopharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 February 19, 2025 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the exclusi

Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Kraig Higginson, an individual and resident of the Commonwealth of Puerto Rico (the “Executive”). As used in this Agreement, Company and

Form of Security Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of February 19, 2025 (this “Agreement”), is among ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (together with its successors and assigns, the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 20% original is

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Current Report 8-K filed with the SEC on February 21, 2025)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2025, between ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to her

Letter from Marcum LLP to the Securities and Exchange Commission dated February 21, 2025.

Exhibit 16.1

Bylaws of Aspire Biopharma Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 21, 2025).

Exhibit 3.2 BYLAWS OF POWERUP ACQUISITION CORP. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Del

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (“Form 8-K”) and, if not defined in the Form 8-K, in the Proxy Statement/Prospectus, which is incorporated by reference. Unless the context otherwise requires, the “Company” or “New Aspire” refers to

Aspire Biopharma Holdings, Inc. Announces the Execution of Securities Purchase Agreement

Exhibit 99.2 Aspire Biopharma Holdings, Inc. Announces the Execution of Securities Purchase Agreement NEW YORK CITY, NY / ACCESS Newswire / February 20, 2025 / Aspire Biopharma, Inc. (“Aspire” or the “Company”), a developer of a multi-faceted patent-protected disruptive drug delivery mechanism technology (Nasdaq:ASBP)(Nasdaq:ASBPW), today announced that it entered into a definitive Securities Purc

Form of Non-Compete (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.10 Director Non-Compete Agreement This Director Non-Compete Agreement (“Agreement”) is entered into by and between Aspire Biopharma Inc., a Puerto Rico corporation, with its principal place of business located at 194 Candelaro Drive, #233, Humacao, Puerto Rico 00791 (the “Employer” or “Company”), on behalf of itself, its current, past, and future, parents, subsidiaries, and other corpor

Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2025, by and between ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assi

Form of Amendment Agreement (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.8 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (the “Company”) and Blackstone Capital Advisors, Inc. (the “Subscriber”) is dated and effective as of this 17th day of February, 2025. Each of the Company and the Subscriber are a “Party,” and collectively, the “Parties.” RECITALS WHEREAS, the Company entered into that certain Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2025 Aspire Biopharm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (

Form of Lock-Up Agreement (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.9 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February , 2025 by and between (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), (ii) SRIRAMA Associates, LLC, a Delaware limited liability company, in its capacity as Purchaser Representative, and (iii) (t

Form of Guarantee (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.4 GUARANTEE GUARANTEE (the “Guarantee”), dated as of February 19, 2025, by the Guarantor (as defined below) in favor of the Purchasers (as defined below). WHEREAS, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Borrower”), is the holder of certain equity interests of the Guarantor; and WHEREAS, pursuant to that certain Security Agreement (defined below), the Borrower is p

List of Subsidiaries of the Company. (incorporated by reference from Exhibit 21.1 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 21.1 List of Subsidiaries Aspire Biopharma, Inc., a Delaware Corporation

Form of Debenture (incorporated by reference from Exhibit 10.40 to the Current Report 8-K filed with the SEC on February 21, 2025)

Exhibit 10.40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

2024 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.37 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.37 ASPIRE BIOPHARMA, INC. 2024 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Company

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Ernest J. Scheidemann, Jr., an individual and resident of the State of Florida (the “Executive”). As used in this Agreement, Company and

Amended and Restated Certificate of Incorporation of Aspire Biopharma Holdings, Inc.

Exhibit 3.1

Aspire Biopharma Holdings, Inc., Announces Public Listing on Nasdaq

Exhibit 99.1 Aspire Biopharma Holdings, Inc., Announces Public Listing on Nasdaq The closing of the business combination with PowerUp Acquisition Corp. creates Nasdaq-listed biopharmaceutical company dedicated to developing breakthrough innovations in FDA approved drugs, nutraceuticals, and supplements Aspire has multiple product candidates in key areas of medical needs such as a fast-acting aspir

ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on February 20, 2025).

Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 13, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and POWERUP ACQUISITION CORP, a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (

Form of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 20, 2025)

Exhibit 10.2 LOCK-UP AGREEMENT As of February , 2025 Ladies and Gentlemen: The undersigned understands that ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a certain business transaction (the “Transaction”). Capitalized terms are used as defined in the

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissi

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF POWERUP ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 46,515,144 SHARES OF COMMON STOCK, 14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND 14,375,000 WARRANTS OF POWE

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281991 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF POWERUP ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 46,515,144 SHARES OF COMMON STOCK, 14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND 14,375,000 WARRANTS OF POWERUP ACQUISITION CORP. (SUCH SECURITIES TO BE ISSUED AFTER ITS DOMESTICATION AS

Aspire Biopharma, Inc. 194 Candelaro Drive, #233 Humacao, Puerto Rico 00791 Tel: (415) 592-7399

Aspire Biopharma, Inc. 194 Candelaro Drive, #233 Humacao, Puerto Rico 00791 Tel: (415) 592-7399 January 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Hawes Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 File No. 333-281991 Ladies and Gentlemen: Pursuant to

188 Grand Street, Unit #195 New York, NY 10013

188 Grand Street, Unit #195 New York, NY 10013 January 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 File No. 333-281991 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigne

As filed with the Securities and Exchange Commission on January 8, 2025.

As filed with the Securities and Exchange Commission on January 8, 2025. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as spec

Form of Executive Employment Agreement between New Aspire and Kraig Higginson.

Exhibit 10.26 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Kraig Higginson, an individual and resident of the Commonwealth of Puerto Rico (the “Executive”). As used in this Agreement, Company and Executive

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann.

Exhibit 10.27 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Ernest Scheidemann, an individual and resident of the State of Florida (the “Executive”). As used in this Agreement, Company and Executive are some

Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of December 13, 2024 among PowerUp Acquisition Corp., a Cayman Island corporation (the “Company”), and the Person named on Schedule 1 as the Holder (the “Holder”). RECITALS WHEREAS, pursuant to those certain Subscription Agreements each dated effective as of December 13, 2024, by and among the Comp

Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

EX-10.1 2 ex10-1.htm Exhibit 10.1 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COM

Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of December 13, 2024 among PowerUp Acquisition Corp., a Cayman Island corporation (the “Company”), and the Person named on Schedule 1 as the Holder (the “Holder”). RECITALS WHEREAS, pursuant to those certain Subscription Agreements each dated effective as of December 13, 2024, by and among the Comp

Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.1 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 PowerUp Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 WWW.DYKEMA.COM Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 23, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

As filed with the Securities and Exchange Commission on December 23, 2024.

As filed with the Securities and Exchange Commission on December 23, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

As filed with the Securities and Exchange Commission on December 10, 2024.

As filed with the Securities and Exchange Commission on December 10, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

Consent of Gary Stein to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4/A filed by PowerUp Acquisition Corp. on December 10, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

As filed with the Securities and Exchange Commission on November 15, 2024.

As filed with the Securities and Exchange Commission on November 15, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] November 15, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

Opinion of KPSN & Associates LLP (incorporated by reference from Exhibit 98.1 to the Form S-4/A filed by PowerUp Acquisition Corp. on November 15, 2024).

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

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 September 30, 2024 ☐ TRANSITION REPO

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 September 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 ACQU

Amended and Restated Memorandum and Articles of Association of the Company, as amended through May 22, 2024.

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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. 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (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 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (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. 001-412

Amended and Restated Calculation of Filing Fee Table (incorporated by reference from Exhibit 107 to the Form S-4/A filed by PowerUp Acquisition Corp. on October 24, 2024).

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

Opinion of KPSN & Associates LLP.

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

As filed with the Securities and Exchange Commission on October 24, 2024.

As filed with the Securities and Exchange Commission on October 24, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as spec

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] October 24, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: Po

Second Amendment Agreement between PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. dated October 9, 2024.

EX-2.1 2 ex2-1.htm Exhibit 2.1 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 PowerUp Acquisiti

425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Second Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 10, 2024).

Exhibit 2.1 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Purchaser, Merger Sub,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 PowerUp Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp. dated October 2, 2024.

Exhibit 2.1 PROMISSORY NOTE FEE AGREEMENT This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”). WHEREAS,

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp. dated October 2, 2024 (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 4, 2024).

Exhibit 2.1 PROMISSORY NOTE FEE AGREEMENT This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”). WHEREAS,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

As filed with the Securities and Exchange Commission on September 6, 2024.

As filed with the Securities and Exchange Commission on September 6, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as specified in its charter) C

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

Certificate of Designation of Aspire Biopharma, Inc. (incorporated by reference from Exhibit 10.19 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.19 CERTIFICATE OF DESIGNATION OF ASPIRE BIOPHARMA, INC. SERIES A PREFERRED STOCK On behalf of Aspire Biopharma, Inc., a Puerto Rico corporation (the “Company”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Company (the “Board”): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Consent of Barbara Sher to be Named as a Director Nominee (incorporated by reference from Exhibit 99.4 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

Loan and Transfer Agreement, dated January 10, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Jinal Sheth (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.13

Amendment Agreement between PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. dated September 5, 2024.

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 5th day of September 2024. Each of Purchaser, Merger Sub, Sponsor, Se

Amendment Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 5th day of September 2024. Each of Purchaser, Merger Sub, Sponsor, Se

Opinion of KPSN & Associates LLP.

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

Pharmaceutical Development Agreement dated June 26, 2022, by and among Aspire BioPharma, Inc. and Glatt Air Techniques Inc. (incorporated by reference from Exhibit 10.18 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024),

Exhibit 10.18

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.20 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.20 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER

Consent of Brian Campbell to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

Consent of KPSN & Associates LLP (incorporated by reference from Exhibit 99.1 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.1 Consent of KPSN & ASSOCIATES LLP We hereby consent to the quotation and summarization of our opinion letter dated September 4, 2024, to the Board of Directors of PowerUp Acquisition Corp. (the “Company”) in the proxy statement/prospectus contained in the Company’s Registration Statement on Form S-4 relating to the proposed merger of PowerUp Merger Sub II, Inc., a wholly owned subsidia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 PowerUp Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Kitts Group, LLC (incorporated by reference from Exhibit 10.21 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.21 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER

Asset Purchase Agreement dated March 2022, by and among Aspire BioPharma, Inc. and Instaprin Pharmaceuticals Incorporated (incorporated by reference from Exhibit 10.17 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.17 ASSET PURCHASE AGREEMENT BETWEEN ASPIRE BIOPHARMA, INC. (“BUYER”) AND INSTAPRIN PHARMACEUTICALS INCORPORATED (THE “COMPANY”) DATED MARCH , 2022 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made as of March , 2022 by and among ASPIRE BIOPHARMA, INC. (“Buyer”), and INSTAPRIN PHARMACEUTICALS INCORPORATED (the “Company”). WHEREAS, this Agreement contemplate

Consent of Michael Howe to be Named as a Director Nominee (incorporated by reference from Exhibit 99.2 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 PowerUp Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements

Exhibit 99.1 Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements Highlights ● Transaction Valuation: The transaction values Aspire Biopharma, Inc. at a pre-money equity value of approximately $316 million. ● Industry-Lead

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC., as the Company Dated as of August 26, 2024 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on August 30, 2024).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC., as the Company Dated as of August 26, 2024 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 PowerUp Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

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 PU

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 ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

August 2, 2024

August 2, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill, Tim Buchmiller, Tara Harkins, and Vanessa Robertson Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 Originally Filed January 26, 2024 File No. 333-276727 Dear Ms. Hamill, Mr. Buchmiller, Ms. Harkins and M

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on June 24, 2024.

As filed with the Securities and Exchange Commission on June 24, 2024. Registration No. 333-276727 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorp

SUBSCRIPTION AGREEMENT

Exhibit 10.16 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of May 9, 2024 (the “Effective Date”), by, between and among [](the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), and VKSS Capital, LLC, a Delaware limited liability c

Opinion of The Mentor Group, Inc. (attached as Annex J to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

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).

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 PowerUp Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Amendment No. 1 to Agreement and Plan of Merger, entered into June 6, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Ryan Bleeks, and Visiox Pharmaceuticals, Inc.

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representat

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 March 31, 2024 ☐ TRANSITION REPORT P

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 March 31, 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 ACQUISIT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference from Exhibit 3.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 28, 2024).

Exhibit 3.1

PWUP / PowerUp Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* PowerUp Acquisition Corp G7207P103 (CUSIP Number) May 22, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d) * Th

JOINT FILING AGREEMENT

EX-99.1 2 d783976dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of PowerUp Acquisition Corp. dated as of May 28, 2024, is and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the p

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

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).

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectiv

Issuer Direct Corporation One Glenwood Ave, Suite 1001 Raleigh, NC 27603 (919) 481-4000

Exhibit 99.1 PowerUp Acquisition Corp. Announces Postponement of Extraordinary General Meeting of Shareholders New York, NY – May 20, 2024 – PowerUp Acquisition Corp. (the “Company”) (Nasdaq: PWUP) announced today that its extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for May 17, 2024 and postponed to May 21, 2024, has been further postponed to 2:00

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Form of Non-Redemption Agreement.

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “In

Issuer Direct Corporation One Glenwood Ave, Suite 1001 Raleigh, NC 27603 (919) 481-4000

Exhibit 99.1 PowerUp Acquisition Corp. Announces Postponement of Extraordinary General Meeting of Shareholders New York, NY – May 16, 2024 – PowerUp Acquisition Corp. (the “Company”) (Nasdaq: PWUP) announced today that its extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for May 17, 2024, has been postponed to 9:00 a.m. Eastern Time, on Tuesday, May 21,

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

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 the Form S-4/A filed by PowerUp Acquisition Corp. on May 14, 2024).

Exhibit 10.16 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of May 9, 2024 (the “Effective Date”), by, between and among [](the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), and VKSS Capital, LLC, a Delaware limited liability c

Opinion of The Mentor Group, Inc. (attached as Annex I to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

As filed with the Securities and Exchange Commission on May 13, 2024.

As filed with the Securities and Exchange Commission on May 13, 2024. Registration No. 333-276727 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Clawback Policy (incorporated by reference from Exhibit 97.1 to the Form 10-K filed by the Company on March 11, 2024).

Exhibit 97.1 POWERUP ACQUISITION CORP. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION POLICY November 2023 This Recovery of Erroneously Awarded Compensation Policy (this “Policy”) is the compensation recovery policy of PowerUp Acquisition Corp. (the “Company”), adopted by the Company in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) und

Insider Trading Policy of PowerUp Acquisition Corp. (incorporated by reference from Exhibit 19.1 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 19.1 INSIDER TRADING POLICY OF POWERUP ACQUISITION CORP. This insider trading policy (this “Policy”) describes the standards of PowerUp Acquisition Corp., a Cayman Islands exempted company, and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential informa

Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc. (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 10.11

Form of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 10.12 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 5, 2024 (the “Effective Date”), by, between and among [●] (the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), VKSS Capital, LLC, a Delaware limited liability c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 number: 001-41293 PowerUp Acquisiti

List of Subsidiaries of PowerUp Acquisition Corp (incorporated by reference from Exhibit 21.1 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 21.1 SUBSIDIARIES SUBSIDIARY JURISDICTION OF INCORPORATION PowerUp Merger Sub Inc. Delaware

PWUP / PowerUp Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 POWERUP ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G/A 1 pwupa121324.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 29, 2023 (Date of Event which Requires F

KYG7207P1110 / POWERUP ACQUISITION CORP / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerUp Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7207P111 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th

PWUP / PowerUp Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - POWERUP ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0559sc13ga.htm POWERUP ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

Filed by PowerUp Acquisition Corp.

Filed by PowerUp Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PowerUp Acquisition Corp. Commission File No. 001-41293 PowerUp Acquisition Corp. and Visiox Pharmaceuticals, Inc. Announce Filing of Registration Statement on Form S-4 to the SEC in Connection with the Previous

Consent of Richard Rubino to be Named as a Director Nominee (incorporated by reference from Exhibit 99.5 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

As filed with the Securities and Exchange Commission on January 26, 2024.

As filed with the Securities and Exchange Commission on January 26, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorporation or organizatio

Opinion of The Mentor Group, Inc. (attached as Annex I to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

Consent of Tom Mitro to be Named as a Director Nominee (incorporated by reference from Exhibit 99.4 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

Calculation of Filing Fee Table (incorporated by reference from Exhibit 107 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

Secured Convertible Promissory Note, dated December 1, 2023, issued by Visiox Pharmaceuticals, Inc. to SRIRAMA Associates, LLC (incorporated by reference from Exhibit 10.12 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 10.12 SECURED CONVERTIBLE NOTE THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PU

Amendment No. 1 to Secured Convertible Promissory Note, dated January 18, 2024, by and between Visiox Pharmaceuticals, Inc. and SRIRAMA Associates, LLC (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 10.13 Amendment No. 1 to SECURED CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) is made as of January 18, 2024 (the “Effective Date”), by and between Visiox Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SRIRAMA Associates, LLC, a Delaware limited liability company (“Investor”). Company and Investor are togethe

Consent of The Mentor Group, Inc. (incorporated by reference from Exhibit 99.2 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024)

Exhibit 99.2 Consent of The Mentor Group, Inc. We hereby consent to the quotation and summarization of our opinion letter dated December 19, 2023 to the board of directors of PowerUp Acquisition Corp. (the “Company”) in the proxy statement/prospectus contained in the Company’s Registration Statement on Form S-4 relating to the proposed acquisition of Visiox Pharmaceuticals, Inc. (the “Registration

Consent of Ryan Bleeks to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 January 23, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady and Kristi Marrone Re: PowerUp Acquisition Corp. Form 10-K for the year ended December 31, 2022 Filed Mar

Agreement and Plan of Merger, dated December 26, 2023, 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 December 28, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the Company Dated as of December 26, 2023 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger

Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp.

Exhibit 99.1 Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp. Tarrytown, NY and New York, NY, Dec. 27, 2023 (GLOBE NEWSWIRE) — Visiox Pharmaceuticals, Inc. (“Visiox” or the “Company”), a commercial-stage biopharmaceutical company, and PowerUp Acquisition Corp. (“PowerUp”) (Nasdaq: PWUP) t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 28, 2023).

Exhibit 10.1

Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC.

Exhibit 10.1

Agreement and Plan of Merger, dated December 26, 2023, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the Company Dated as of December 26, 2023 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 PowerUp Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp.

Exhibit 99.1 Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp. Tarrytown, NY and New York, NY, Dec. 27, 2023 (GLOBE NEWSWIRE) — Visiox Pharmaceuticals, Inc. (“Visiox” or the “Company”), a commercial-stage biopharmaceutical company, and PowerUp Acquisition Corp. (“PowerUp”) (Nasdaq: PWUP) t

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G 1 pwup122223.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statemen

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 September 30, 2023 ☐ TRANSITION REPO

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 September 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 ACQU

Joint Filing Agreement by and among SRIRAMA Associates, LLC and Surendra Ajjarapu, dated August 31, 2023.

Exhibit 99.4 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated September 1, 2023, with respect to the Class A ordinary shares, par value $0.0001 per share of PowerUp Acquisition Corporation, a Cayman Islands exempted company, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the

PWUP / PowerUp Acquisition Corp - Class A / SRIRAMA Associates, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) SRIRAMA Associates, LLC Attn: Surendra Ajjarapu 515 Madison Ave, Suite 880 New York, New York 10022 wit

PWUP / PowerUp Acquisition Corp - Class A / PowerUp Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P 103 (CUSIP Number) August 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 (August 14, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 (August 14, 2023) PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41293 N/A (State or Other Jurisdiction of Incorporati

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 PU

Table of Contents 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 PowerUp Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41293 N/A (State or Other Jurisdiction of Incorporation) (Commission File

Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on July 19, 2023).

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of July 14, 2023 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”), PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and PowerUp Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each

PWUP / PowerUp Acquisition Corp - Class A / PowerUp Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P 103 (CUSIP Number) May 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 (May 18, 2023) POW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 (May 18, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 (May 18, 2023) POWER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 (May 18, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation

Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 23, 2023).

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF POWERUP ACQUISITION CORP. Extension Amendment Proposal “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and Article 49.8 in their entirety and the insertion of the following langua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 (May 9, 2023) POWERU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 (May 9, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation)

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 March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents 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 March 31, 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. 001-4129

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 (May 3, 2023) POWERUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 (May 3, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 (May 3, 2023) POWERUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 (May 3, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 (April 27, 2023) POWE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 (April 27, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporatio

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, PowerUp Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 (April 27, 2023) POWE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2023 (April 27, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporatio

Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by PowerUp Acquisition Corp. on May 1, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, PowerUp Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Description of Registered Securities*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, PowerUp Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293

PWUP / PowerUp Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 pwup20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PowerUp Acquisition Corporation (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

PWUP / PowerUp Acquisition Corp - Class A / PowerUp Sponsor LLC - SC 13G Passive Investment

SC 13G 1 tm236808d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

KYG7207P1110 / POWERUP ACQUISITION CORP / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7207P111 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Joint Filing Agreement, dated as of February 14, 2023 by and among PowerUp Sponsor LLC, Bruce Hack and Gabriel Schillinger

EX-99.1 2 tm236808d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of PowerUp Acqui

KYG7207P1110 / POWERUP ACQUISITION CORP / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P111 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria

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 September 30, 2022 ☐ TRANSITION REPO

Table of Contents 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 September 30, 2022 ☐ 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-

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, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2022 (May 16, 2022) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation

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 March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents 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 March 31, 2022 ☐ 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. 001-4129

Financial Statements and Exhibits, Other Events

8-K 1 tm2212211d18k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2022 (April 7, 2022) POWERUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41293 N/A (State or

PowerUp Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 11, 2022

Exhibit 99.1 PowerUp Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 11, 2022 New York, NY, April 7, 2022 ? PowerUp Acquisition Corp. (the ?Company?) (NASDAQ: PWUPU) announced today that, commencing April 11, 2022, holders of the units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A ord

ADAGE CAPITAL PARTNERS GP, L.L.C. - POWERUP ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P111** (CUSIP Number) February 23, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of PowerUp Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of PowerUp Acquisition Corp (the ?Company?) as of February 23, 2022, and the related notes (collectively referred to as the ?financial statement?). In our opinion, the fin

Financial Statements and Exhibits, Other Events

8-K 1 tm227866d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 (March 1, 2022) PowerUp Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or o

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PowerUp Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7207P111 (CUSIP Number) February 18, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

MILLENNIUM MANAGEMENT LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 POWERUP ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7207P111** (CUSIP Number) FEBRUARY 18, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the ru

Linden Capital L.P. - SC 13G

SC 13G 1 d223642dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P111 (CUSIP Number) February 23, 2022 (Date of Event which Requires Filing of this Statem

JOINT FILING AGREEMENT

EX-99.A 2 d223642dex99a.htm EXHIBIT A Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of PowerUp Acquisition Corp. dated as of February 23, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the pro

Underwriting Agreement, dated February 17, 2022, by and between the Company and Citigroup Global Markets Inc., as representative of the several underwriters (2)

Exhibit 1.1 PowerUp Acquisition Corp. 25,000,000 Units UNDERWRITING AGREEMENT New York, New York February 17, 2022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), proposes to is

Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.1 February 17, 2022 PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Cit

Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 17, 2022, 2022, is made and entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). RECITALS WHE

Form of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company (incorporated by reference from Exhibit 10.6 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on February 17, 2022. Between: (1) PowerUp Acquisition Corp., a Cayman Islands exempted company with its registered office at Maples Corporate Services (Cayman) Limited, PO Box 309, Ugland house, Grand Cayman KY1-1104, Cayman Islands (the ?Company?); and (2) (?Indemnitee?). Whereas: (A) Highly competent persons ha

PowerUp Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 PowerUp Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering New York, NY, February 17, 2022 PowerUp Acquisition Corp. (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?), begin trading on February 18, 2022, and trade under the ticker sy

Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference from Exhibit 4.1 to the Form 8-K filed by the Company on February 23, 2022).

Exhibit 4.1 WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 17, 2022, is by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant a

Amended and Restated Memorandum and Articles of Association (incorporated by reference from Exhibit 3.1 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF POWERUP ACQUISITION CORP. (adopted by special resolution dated 17 February 2022 and effective on 17 February 2022) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PO

Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm227505d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2022 (February 17, 2022) PowerUp Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands] 001-41293 N/A (S

PowerUp Acquisition Corp. Announces Closing of $287,500,000 Initial Public Offering Including Full Exercise of Over-Allotment Option

Exhibit 99.2 PowerUp Acquisition Corp. Announces Closing of $287,500,000 Initial Public Offering Including Full Exercise of Over-Allotment Option New York, NY, February 23, 2022 PowerUp Acquisition Corp. (the ?Company?), a newly incorporated blank check company, announced today the closing of its initial public offering of 28,750,000 units, including 3,750,000 units issued pursuant to the full exe

Administrative Services Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.5 POWERUP ACQUISITION CORP. 188 Grand Street Unit #195 New York, NY 10013 February 17, 2022 PowerUp Sponsor LLC 188 Grand Street Unit #195 New York, NY 10013 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and PowerUp Sponsor LLC, dated as of the date hereof, wi

Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 17, 2022, by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration state

$250,000,000 PowerUp Acquisition Corp. 25,000,000 Units

424B4 1 tm227321d1424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-261941 $250,000,000 PowerUp Acquisition Corp. 25,000,000 Units PowerUp Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PowerUp Acquisition Corp. (Exact Name of Regi

8-A12B 1 tm219697-98a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Emplo

* * * [Signature Page Follows]

February 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

POWERUP ACQUISITION CORP. 188 Grand Street, Unit #195 New York, NY 10013 February 15, 2022

POWERUP ACQUISITION CORP. 188 Grand Street, Unit #195 New York, NY 10013 February 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Re: PowerUp Acquisition Corp. Registration Statement on Form S-1, as Amended Filed: December 30, 2021 File No. 333-261941 Dear Alan Campbell: Pursuant to Rule 461 under the Securities Act of 1

Form of Registration Rights Agreement between the Registrant and certain security holders.**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is made and entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). RECITALS WHEREAS, the Compa

Compensation Committee Charter (1)

Exhibit 99.2 FORM OF POWERUP ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officer (the ?CEO?), and for incent

Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF POWERUP ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF POWERUP ACQUISITION CO

Code of Ethics (incorporated by reference from Exhibit 14.1 to the Form 10-K filed by the Company on March 11, 2024).

EX-14 17 tm219697d6ex14.htm EXHIBIT 14 Exhibit 14 FORM OF CODE OF ETHICS OF POWERUP ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers

Form of Administrative Services Agreement**

Exhibit 10.8 POWERUP ACQUISITION CORP. 188 Grand Street Unit #195 New York, NY 10013 [], 2022 PowerUp Sponsor LLC 188 Grand Street Unit #195 New York, NY 10013 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and PowerUp Sponsor LLC, dated as of the date hereof, will confir

Specimen Unit Certificate (1)

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G7207P 111 POWERUP ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, of par value $0.0001 per share (“Ordinary Shares”), of PowerUp Acquisitio

Audit Committee Charter (1)

Exhibit 99.1 FORM OF POWERUP ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other fin

Form of Letter Agreement among the Registrant, its officers and directors and PowerUp Sponsor LLC.**

Exhibit 10.2 [], 2022 PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Citigroup Gl

Form of Underwriting Agreement.**

Exhibit 1.1 PowerUp Acquisition Corp. 25,000,000 Units UNDERWRITING AGREEMENT New York, New York , 2022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sel

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2022, is by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant agent (in su

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PowerUp Acquisition Corp.

Form of Private Placement Warrant Purchase Agreement between the Registrant and PowerUp Sponsor LLC.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Compa

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022, by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on For

As filed with U.S. Securities and Exchange Commission on February 14, 2022.

As filed with U.S. Securities and Exchange Commission on February 14, 2022. Registration No. 333-261941 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of inc

Form of Indemnity Agreement.**

EX-10.7 15 tm219697d6ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on , 2022. Between: (1) PowerUp Acquisition Corp., a Cayman Islands exempted company with its registered office at Maples Corporate Services (Cayman) Limited, PO Box 309, Ugland house, Grand Cayman KY1-1104, Cayman Islands (the “Company”); and (2) (“Indemnitee”). Wherea

Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form S-1 filed by PowerUp Acquisition Corp. on February 14, 2022).

Exhibit 10.1 THE OFFER AND SALE OF THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACT

Specimen Warrant Certificate (1)

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW POWERUP ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP G7207P 129 Warrant Certificate This Warrant Certificate certifies that ,or registered assigns, is the regist

Specimen Class A Ordinary Share Certificate (1)

EX-4.2 5 tm219697d6ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G7207P 103 POWERUP ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF POWERUP ACQUISITION CORP. (THE “COMPANY”) subject

PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013

PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 VIA EDGAR January 6, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Alan Campbell Re: PowerUp Acquisition Corp. Amended Draft Registration Statement on Form S-1 Submitted September 7, 2021 CIK 0001847345 Dear Mr. Campbell: PowerUp

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (in such

Consent of Peter Blacklow.

EX-99.3 7 tm219697d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF PETER BLACKLOW PowerUp Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned

Promissory Note, dated as of February 16, 2021, issued to PowerUp Sponsor LLC.

Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN

Memorandum and Articles of Association.

EX-3.1 2 tm219697d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Assistant Registrar THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF POWERUP ACQUISITION CORP. EXEMPTED Company Registered and filed as No. 371384 On 09-Feb-2021 Assistant Registrar THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF

Consent of Julie Uhrman.

EX-99.5 9 tm219697d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF JULIE UHRMAN PowerUp Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned he