What changed in this filing

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Item 1. Financial Statements

2023-08-08 compared with 2023-05-11 · 121 added, 69 removed, 361 unchanged (34% of the section changed)

7 unchanged sentences

Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

6 unchanged sentences

REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 28,750,000 shares as of March 31, 2023 and December 31, 2022, respectively

SHAREHOLDER’S DEFICIT

Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 1,803,729 and 28,750,000 shares as of June 30, 2023 and December 31, 2022, respectively

SHAREHOLDER’S EQUITY (DEFICIT)

Preference shares;

3 unchanged sentences

300,000,000 shares authorized;

none issued or outstanding

7,187,500 and 0 issued or outstanding at June 30, 2023 and December 31, 2022, respectively (excluding 1,803,729 and 28,750,000 shares subject to redemption as of June 30, 2023 and December 31, 2022, respectively)

Class B ordinary shares;

1 unchanged sentence

50,000,000 shares authorized;

7,187,500 issued and outstanding at March 31, 2023 and December 31, 2022

0 and 7,187,500 issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

2 unchanged sentences

( 9,938,620 )

Total shareholders’ deficit

( 10,262,466 )

Total shareholders’ equity (deficit)

( 9,937,901 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)

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

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended

Three Months Ended

Six Months Ended

OPERATING EXPENSES

1 unchanged sentence

Total operating expenses

Other income:

Interest earned on investments held in Trust Account

Total other income

NET INCOME (LOSS)

Weighted average shares outstanding of redeemable shares

Basic and diluted net income (loss) per share, redeemable shares

Basic and diluted net income per share, redeemable shares

Weighted average shares outstanding of non-redeemable shares

Basic and diluted net income (loss) per share, non-redeemable shares

Basic and diluted net income per share, non-redeemable shares

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

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

( UNAUDITED )

FOR THE THREE MONTH S ENDED March 31, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary Shares

2 unchanged sentences

Paid-in Capital

Equity (Deficit)

Balance - January 1, 2023

7 unchanged sentences

( 10,262,466 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Conversion of Class B shares to Class A

( 7,187,500 )

Remeasurement for Class A shares to redemption value

( 2,100,063 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Balance - June 30, 2023

( 10,551,431 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Ordinary Shares

Additional Paid-

Shareholders’

Paid-in Capital

Balance - January 1, 2022

1 unchanged sentence

Proceeds from issuance of Private Placement Warrants to Sponsor

Remeasurement for Class A shares to redemption value

Remeasurement for redeemable shares to redemption value

( 19,955,941 )

4 unchanged sentences

( 9,049,381 )

Remeasurement for Class A shares to redemption value

Balance - June 30, 2022

( 9,369,333 )

( 9,368,614 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest income on investments held in Trust Account

( 5,297,061 )

Changes in operating assets and liabilities:

8 unchanged sentences

( 294,687,500 )

Net cash flows used in investing activities

Cash withdrawn from Trust Account in connection with redemptions

Net cash flows provided (used) in investing activities

( 294,687,500 )

4 unchanged sentences

Repayment of promissory note - related party

Net cash flows provided by financing activities

Redemption of ordinary shares

( 284,283,159 )

Net cash flows (used in) provided by financing activities

( 284,283,159 )

NET CHANGE IN CASH

3 unchanged sentences

Initial value of Class A ordinary shares subject to possible redemption

Deferred underwriting commissions payable charged to additional paid in capital

Forgiveness of the deferred underwriting commissions payable charged to additional paid in capital

( 10,812,500 )

Remeasurement of Class A ordinary shares to redemption value

Deferred offering costs included in accrued offering costs and due to affiliates

Sponsor shares contributed for no redemption of shares

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

1 unchanged sentence

NOTES TO C ONDENSED FINANCIAL STATEMENTS

March 31, 2023

JUNE 30, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

4 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2023, the Company had not commenced any operations.

All activity from February 9, 2021 (inception) through March 31, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination.

As of June 30, 2023, the Company had not commenced any operations.

All activity from February 9, 2021 (inception) through June 30, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

8 unchanged sentences

As described in Note 6, the $ 10,812,500 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by May 23, 2024, subject to the terms of the underwriting agreement.

On June 28, 2023, the underwriters of the Initial Public Offering, agreed to waive their entitlements to the deferred underwriting commissions of $ 10,812,500 pursuant to the underwriting agreement for the Initial Public Offering (the “Underwriting Agreement”).

As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements (see Note 6).

Following the closing of the IPO, $ 294,687,500 ($ 10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S.

4 unchanged sentences

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

However, the Company will only complete

a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance the Company will be able to successfully effect a Business Combination.

18 unchanged sentences

The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by May 23, 2023, 15 months from the closing of the IPO or during an extension period (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On May 18, 2023, the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting").

At the Extraordinary General Meeting, the Company's shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to May 23, 2024 (the "Extension Amendment").

In connection with the approval of the Extension Amendment at the Extraordinary General Meeting, holders of 26,946,271 of the Company's ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 10.55 per share, for an aggregate of approximately $ 284 million.

Following the Extraordinary General Meeting, on May 18, 2023, the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one-for-one basis (the “Conversion”).

As a result, 7,187,500 of the Company’s Class B ordinary shares were cancelled and 7,187,500 of the Company’s Class A ordinary shares were issued to converting Class B shareholders.

On April 13, 2023, the Company engaged Cohen & Company (“CCM”) as advisors in connection with seeking an extension for completing a Business Combination.

The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares payable at the close of business combination.

If the Company is unable to complete a Business Combination by May 23, 2024, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

9 unchanged sentences

As of the date the unaudited condensed financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements.

unaudited condensed financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3 unchanged sentences

Going Concern

As of March 31, 2023, the Company had $ 315,152 in its operating bank account, $ 302,201,081 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $ 550,034 .

As of March 31, 2023, $7,513,581 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.

The Company has 15 months from the closing of the IPO to consummate an initial business combination.

However, if the Company anticipates that they may not be able to consummate their initial business combination within 15 months from the IPO, their shareholders may vote by special resolution to amend their amended and restated memorandum and articles of association to extend the period of time that the Company have to consummate the initial business combination (any such extended period of time, an “Extension Period”).

Unless the shareholders vote for the extension, the remaining life of the Company as of March 31, 2023 is under 12 months.

Management is currently assessing the need for the extension in the future.

As of June 30, 2023, the Company had $ 125,201 in its operating bank account, $ 20,017,985 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $ 261,788 .

As of June 30, 2023, $ 9,613,644 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.

The Company had 15 months from the closing of the IPO to consummate an initial business combination.

On May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to May 23, 2024 (the “Extension Amendment”).

The remaining life of the Company as of June 30, 2023 is under 12 months.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

15 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 21, 2023.

The interim results for the three month periods ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future period.

The interim results for the three and six month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future period.

Emerging Growth Company

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2023 and December 31, 2022.

The Company did no t have any cash equivalents as of June 30, 2023 and December 31, 2022.

Investments Held in Trust Account

At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

9 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000.

At March 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

At June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

6 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

5 unchanged sentences

The Company’s Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2023, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

Accordingly, at June 30, 2023 and December 31, 2022, 1,803,729 and 28,750,000 ordinary shares, respectively.

subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

At March 31, 2023 and December 31, 2022, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:

At June 30, 2023 and December 31, 2022, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:

Gross proceeds

7 unchanged sentences

Redeemable ordinary shares subject to possible redemption at March 31, 2023

Net Income (Loss) per Ordinary Share

( 284,283,159 )

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at June 30, 2023

Net Income per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”).

1 unchanged sentence

Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022.

At March 31, 2023, no warrants have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three month periods ended March 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the all periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.

At June 30, 2023, no warrants have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six month periods ended June 30, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted income per common share is the same as basic income per common share for the all periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares.

For the three months ended

1 unchanged sentence

Non-Redeemable

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and dilution net income (loss) per share

Basic and dilution net income per share

For the six months ended

Non-Redeemable

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and dilution net income per share

Accounting for Warrants

28 unchanged sentences

On February 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of March 31, 2023 or the completion of the IPO.

This loan was non-interest bearing and payable on the earlier of June 30, 2023 or the completion of the IPO.

As of December 31, 2021 the amount outstanding was $ 238,596 .

The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of March 31, 2023 and December 31, 2022.

The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of June 30, 2023 and December 31, 2022.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

5 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $ 10,000 for office space, secretarial and administrative services.

For the three months ended March 31, 2023 and 2022, the Company has incurred $ 30,000 and $ 10,000 , respectively, of expenses under this arrangement.

For the three months ended June 30, 2023 and 2022, the Company has incurred $ 30,000 of expenses under this arrangement.

For the six months ended June 30, 2023 and 2022, the Company has incurred $ 60,000 and $ 40,000 , respectively, of expenses under this arrangement.

Due to affiliate

As of March 31, 2023 and December 31, 2022, $ 152,689 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

As of June 30, 2023 and December 31, 2022, $ 182,689 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

The amount is due to Sponsor and will be repaid as soon as practical from the Company’s operating account.

1 unchanged sentence

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration rights agreement dated September 1, 2021.

These holders are entitled to certain demand and “piggyback” registration rights.

9 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On June 28, 2023, the underwriters agreed to waive its entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance with the Underwriting Agreement.

As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements.

Non-Redemption Agreement

The Sponsor entered into Non-Redemption Agreements with various shareholders of the Company (the "Non-Redeeming Shareholders"), pursuant to which these shareholders agreed not to redeem a portion of their shares of Company ordinary shares (the "Non-Redeemed Shares") in connection with the Special Meeting held on May 18, 2023, but such shareholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination.

The Sponsor has agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of such 750,000 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $ 118,298 or approximately $ 0.15 per share.

The fair value was determined using the probability of a successful Business Combination of 5 %, a volatility of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as of the valuation date of $ 10.51 derived from an option pricing model for publicly traded warrants.

Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in such Founder Shares.

The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.

Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

SHAREHOLDERS’ DEFICIT

Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A ordinary shares—The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption).

As of June 30, 2023 and December 31, 2022, there were 7,187,500 and no Class A ordinary shares, respectively, issued and outstanding (excluding 1,803,729 and 28,750,000 Class A ordinary shares subject to possible redemption, respectively).

Class B ordinary shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share.

As of March 31, 2023 and December 31, 2022, there were 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

As of June 30, 2023 and December 31, 2022, there were 0 and 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment.

41 unchanged sentences

The fair value of the Public Warrants as of February 23, 2022 was $ 0.39 .

As of March 31, 2023, the Company had 14,375,000 of Public Warrants and 9,763,333 of Private Warrants outstanding, respectively.

As of June 30, 2023, the Company had 14,375,000 Public Warrants and 9,763,333 Private Warrants outstanding, respectively.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds.

At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds.

All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in

4 unchanged sentences

Unobservable Inputs

March 31, 2023

June 30, 2023

Investment held in Trust Account

8 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements, other than as described below.

On April 13, 2023, the Company engaged Cohen & Company (“CCM”) as advisors in connection with seeking an extension for completing a Business Combination.

The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares payable at the close of business combination.

From April 27, 2023 to May 11, 2023, the Sponsor and the Company entered into several Non-Redemption Agreement and Assignment of Economic Interest (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,200,000 Class A ordinary shares of the Company, par value $ 0.0001 per share, (the “Non-Redeemed Shares”), at the extraordinary general meeting called by the Company (the “Extraordinary General Meeting”) to seek shareholder approval of, among other things, an extension of time for the Company to consummate an initial business combination (the “Extension Amendment Proposal”) from May 23, 2023 to May 23, 2024, or such earlier date as determined by the board of directors of the Company in its sole and absolute discretion (the “Extension”).

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 600,000 Class B ordinary shares of the Company, par value $ 0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination if such investors continues to hold such Non-Redeemed Shares through the Extraordinary General Meeting.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in the Company’s trust account following the Extraordinary General Meeting.

On July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”) and PowerUp Sponsor LLC (the “Sponsor”), pursuant to which the Acquirer will purchase from the Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $ 1.00 (the “Purchase Price”) payable at the time of the initial business combination.

On July 13, 2023, the Company amended the agreement with Cohen & Company (“CCM”).

The Company will pay CCM 80,000 Class A ordinary shares payable at the close of business combination.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements