What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-11 compared with 2023-03-21 · 50 added, 19 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

(a) Market Information

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols “PWUPU,” “PWUP” and “PWUPW,” respectively.

Our units commenced public trading on February 18, 2023, and our Class A ordinary shares and warrants commenced public trading separately on April 11, 2022.

On March 20, 2023, there were one holder of record of our units, one holder of record of our Class A ordinary shares and one holder of record of our warrants.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

(e) Recent Sales of Unregistered Securities

(f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

(g) Use of Proceeds from the Initial Public Offering

On February 23, 2022, we consummated our initial public offering of 28,750,000 units.

Each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share.

The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $287,500,000.

Prior to the closing of our initial public offering, the underwriters for our initial public offering exercised their over-allotment option in full, which we announced in a press release issued on February 23, 2022.

A total of $294,687,500, comprised of the proceeds from the initial public offering after offering expenses and a portion of the proceeds of the sale of the private placement warrants, was placed in the trust account maintained by AST, acting as trustee.

Market Information

units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols “PWUPU,” “PWUP” and

“PWUPW,” respectively.

Our units commenced public trading on February 18, 2022, and our Class A ordinary shares and warrants

commenced public trading separately on April 11, 2022.

there are a larger number of beneficial owners, as of

February 13, 2024, there was one holder of record of our units, three holders of record of our Class A ordinary shares, no holders

of record of our Class B ordinary shares, and one holder of record of our warrants.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent

to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors

is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur

any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive

covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Use of Proceeds from the Initial Public Offering

February 23, 2022, we consummated our initial public offering of 28,750,000 units.

Each unit consists of one Class A ordinary share of

the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the

holder thereof to purchase one Class A ordinary share for $11.50 per share.

The units were sold at a price of $10.00 per unit, generating

gross proceeds to the Company of $287,500,000.

Prior to the closing of our initial public offering, the underwriters for our initial

public offering exercised their over-allotment option in full, which we announced in a press release issued on February 23, 2022.

total of $294,687,500, comprised of the proceeds from the initial public offering after offering expenses and a portion of the

proceeds of the sale of the private placement warrants, was placed in the trust account.

On May 18, 2023, we held an extraordinary

general meeting of shareholders.

In connection with this meeting, holders of 26,946,271 Class A ordinary shares properly exercised

their right to redeem their shares for cash at a redemption price of approximately $10.55 per share, for an aggregate redemption

amount of approximately $284 million.

The Company subsequently learned that the per share redemption price for the redemption

effected on May 18, 2023 should have been approximately $10.57 per share, which is approximately $0.02 higher than the approximately

$10.55 per share previously paid.

The Company made a “true-up” payment in the amount of approximately $0.02 per share to

the holders of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in

the trust account.

On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of

As of February 29, 2024, a total of approximately $19.9 million of the net proceeds from our IPO remain in the trust

net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are held in the trust

account and invested as described elsewhere in this Report.

has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement

warrants as is described in our final prospectus related to our initial public offering.

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-K

Item 5. Market for Registrant’s Common Equity