What changed in this filing

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Item 9A. Controls and Procedures

2024-03-11 compared with 2023-03-21 · 1555 added, 661 removed, 162 unchanged (93% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded process, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at

a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports

filed under the Exchange Act is recorded process, summarized and reported within the time periods specified in the SEC’s rules

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act.

The Company’s management assessed the effectiveness of its internal control

over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment,

management has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.

Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

scaled disclosure requirements applicable to non-accelerated filers that permit us to provide only management’s report in this

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Other Information.

March 5, 2024, the Company together with Sponsor and Visiox entered into a separate Subscription Agreement (each, a

“Subscription Agreement”) with four separate investors (each, an “Investor”), whereby, to support the

Company’s anticipated de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $1,000,000 (the

“Contribution”).

The Sponsor utilized the Contribution to support the Company’s anticipated de-SPAC transaction by

funding certain obligations to Visox under the terms of a convertible promissory note dated December 1, 2023, and also used a

portion of the proceeds to fund certain working capital loans (together, all loans and advances, the “March Loan”).

consideration for the Contribution, the Company will issue to the Investors an aggregate of 1,000,000 shares of Class A common stock

at the closing of its initial business combination (the “De-SPAC Closing”).

The March Loan will not accrue interest and

will be repaid by the Company upon the De-SPAC Closing, or,

otherwise the Sponsor will pay to the Investors all repayments of the March Loan Sponsor itself has received within two business

days of the De-SPAC Closing, up to the amount of the Contribution.

The Investors may elect at the De-SPAC Closing to receive such

payments in cash or shares of the Company’s Class A common stock, at a rate of one share for each ten dollars ($10.00) of

Contribution.

the event that the De-SPAC Closing does not occur within 120 days of the date of the Subscription Agreement (the “Closing

Deadline”), the Company and the Sponsor will transfer a total of 62,500 shares of the Company’s Class A common stock to

the Investors and will transfer an additional 62,500 shares to the Investors at the conclusion of each 60 day period following the

Closing Deadline until the De-SPAC Closing occurs.

the event the Company liquidates without consummating its initial business combination, the Sponsor and an affiliate of the Sponsor

will transfer a total of 150,000 shares of Kernel Group Holdings, Inc.

to the Investors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Executive Chairman and Director

Chief Executive Officer and Director

Michael Olson

Chief Financial Officer

Gabriel Schillinger

Peter Blacklow

Independent Director

Kyle Campbell

Independent Director

The experience of our directors and executive officers is as follows:

Bruce Hack serves as our Executive Chairman and a member of our board of directors.

He led one of the video game industry’s most successful companies and co-led market-leading firms in the broader media and technology space.

Hack was director then chairman of Technicolor SA from 2010 to 2019.

Prior, he was a principal in the creation of Activision Blizzard and served as the company’s vice chairman from 2008 to 2009.

Hack was chief executive officer of Vivendi Games from 2004 to 2008, where he architected one of the largest turnarounds in video game history and launched Blizzard’s World of Warcraft, one of the decade’s defining online games.

He was vice chairman of the Universal Music Group from 1998 to 2001 and chief financial officer of Universal Studios from 1995 to 1998.

He joined The Seagram Company in 1982 after serving as an international trade negotiator at the U.S.

Treasury in Washington, D.C.

Amongst his roles at The Seagram Company were chief financial officer of Tropicana Products, Inc.

and director of strategic planning.

Hack is the founder and chief executive officer of BLH Venture, a provider of consulting and investment services to companies in the media and entertainment sectors.

Hack is a director at Games for Change, a member of Endeavor Global, and on advisory councils for both the Hamilton Lugar School for Global and International Studies at Indiana University and the Cornell University College of Arts and Sciences.

He earned a Bachelor of Arts degree from Cornell University and an M.B.A.

from the University of Chicago.

Jack Tretton serves as our Chief Executive Officer and a member of our board of directors.

Tretton, with a 35-year career in gaming, is one of the great leaders in the last 25 years of console video gaming.

Tretton was at Sony Computer Entertainment America from 1995 to 2014, serving as president and chief executive officer from 2006 to 2014.

Tretton helped establish the PlayStation brand as a worldwide leader in interactive entertainment.

Tretton received credits on over 200 titles at Sony, with an average of 74% gross IRR.

Under his leadership, Sony’s in-house titles posted stronger sales trends versus the overall industry average, with an average outperformance of 42% for AAA releases.

During his tenure, Sony’s global video game revenue grew from $1.9 billion in the fiscal year ending March 1995 to $11.6 billion in the fiscal year ending March 2015.

Sony PlayStation outperformed the top competitors across several key dimensions in combined hardware and software revenues.

Tretton founded Interactive Concepts LLC, a consulting firm that provides management, research, fundraising, and publishing services for over 30 different clients including Fortune 500 companies.

Tretton founded Interactive Gaming Ventures.

Prior to Sony, Mr.

Tretton was General Manager at JVC Musical Industries from 1991 to 1995 and Vice President of Sales at Activision from 1986 to 1991.

Tretton graduated from Providence College with a Bachelor of Science, Marketing.

Michael Olson serves as our Chief Financial Officer.

Olson is currently the chief financial officer of Version1, a multi-property esports organization.

Previously, Mr.

Olson was a managing director and senior equity research analyst at Piper Sandler (formerly Piper Jaffray & Co.).

Olson spent 19 years at Piper Sandler from 2001 to 2020 covering the video game, internet and digital media sectors.

Olson earned an undergraduate degree in Business (Finance, Investments and Banking) from the University of Wisconsin-Madison.

Gabriel Schillinger serves as our President.

Schillinger was founder and chief executive officer of Gamma Innovations, which created a distributed computing platform that was powered by almost a million gamers across the globe as of June 2019.

Gamma Innovations partnered with Razer, a lifestyle brand for gamers, to launch Softminer in 2018.

Schillinger led the sale of Gamma to Animoca Brands in 2019.

Prior to Gamma, Mr.

Schillinger founded BIM Networks in 2009, a mobile payments company that provides an alternative ACH platform for quick service retail merchants.

Schillinger graduated from New York University.

Peter Blacklow serves as a member of our board of directors, chairs our compensation committee, and serves as a member of our audit committee.

Blacklow is a general partner at Boston Seed Capital and co-founded the fund in 2010.

Blacklow serves on the boards of Reggora, Alyce, QL Gaming Group, Beamable, and is co-chairman and co-founder of Drive by DraftKings.

Blacklow served as executive vice president of digital at the Game Show Network from 2006 to 2013.

Previously, Mr.

Blacklow served as chief marketing officer for WorldWinner/FUN Technologies from 2003 to 2006.

Prior to that, Mr.

Blacklow was senior vice president of marketing at Monster.com from 1999-2003.

Before Monster.com, Mr.

Blacklow ran the global basketball business unit at Converse from 1995-1999.

Blacklow received a Bachelor of Arts degree from Harvard University.

Julie Uhrman serves as a member of our board of directors, chairs our audit committee, and serves as a member of our compensation committee.

Uhrman is a founder, chief executive officer, and president of Angel City Football Club, the National Women’s Soccer League’s newest professional women’s soccer team launching in Los Angeles in 2022.

Uhrman most recently was the president of media for PEI, a global media and lifestyle company, from 2018-2020, where she oversaw the company’s media offerings across all verticals.

Previously, Ms.

Uhrman served as executive vice president and general manager of Over-The-Top Ventures for Lionsgate, building and managing the company’s multiple streaming franchises, from 2016-2018.

Uhrman founded and was chief executive officer of OUYA, a pioneering android-based game console for the living room, which raised a record-breaking $8.6 million through Kickstarter and then went on to secure venture funding from Kleiner Perkins and Alibaba before selling to Razer in 2015.

Uhrman has been named one of Adweek’s 2020 Most Powerful Women In Sports, one of the 100 Most Creative People in Business by Fast Company and one of the Creative 50 by Ad Age.

Uhrman graduated from Washington University in St.

Louis and received her MBA from UCLA Anderson School of Business.

Kyle Campbell serves as a member of our board of directors and a member of our audit committee.

and Executive Officers

of the date of this Report, our directors and officers are as follows:

Executive Officer and Executive Chairman

Financial Officer

experience of our directors and executive officers is as follows:

Ajjarapu (age:

53) began serving as an officer and director of the Company in August 2023.

He has served as Chairman of the Board, Chief

Executive Officer and Secretary of TrXADE HEALTH, INC (Nasdaq:

MEDS) a Delaware corporation, and its predecessor company since July 2010.

He is also currently a director of Oceantech Acquisition I Corp., traded on Nasdaq under the symbol “OTEC”, serves

as Chairman of the board of directors of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ:

KRNL) (“KRNL”)

(since December 2022) and Semper Paratus Acquisition Corporation, a special purpose acquisition company (NASDAQ:

Ajjarapu served as Chief Executive Officer and Chairman of Aesther Healthcare Acquisition Corp., a special purpose acquisition

company that consummated its initial business combination in February 2023.

Ajjarapu is currently serving as a director of the merged

company, Ocean Biomedical, Inc.

Since March 2018, Mr.

Ajjarapu has served as Executive Chairman of the Board of Kano

Energy Corp., a company involved in the development of renewable natural gas sites in the United States.

Ajjarapu was a Founder and

served as Chief Executive Officer and Chairman of the Board of Sansur Renewable Energy, Inc., a company involved in developing wind power

sites in the Midwest of the United States, from March 2009 to December 2012.

Ajjarapu was also a Founder, President and Director

of Aemetis, Inc., a biofuels company (NASDAQ:

AMTX), and a Founder, Chairman and Chief Executive Officer of International Biofuels, a

subsidiary of Aemetis, Inc., from January 2006 to March 2009.

Ajjarapu was Co-Founder, Chief Operations Officer, and Director of

Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations

Ajjarapu graduated from South Dakota State University with a M.S.

in Environmental Engineering, and from the University

of South Florida with an M.B.A., specializing in International Finance and Management.

Ajjarapu is also a graduate of the Venture

Capital and Private Equity program at Harvard University.

70) began serving as an officer of the Company in August 2023.

Doss is a seasoned chief financial officer and accountant.

He currently serves as Chief Financial Officer of KRNL.

And, beginning in 2021, he served as Chief Financial Officer of Aesther Healthcare

Acquisition Corp., a special purpose acquisition company until it consummated its initial business combination in February 2023.

also served as chief financial officer of TRxADE HEALTH, INC., an online marketplace for health traded on Nasdaq under the symbol “MEDS.”

Doss has served in a variety of capacities with accounting and investment firms.

He joined the staff of Seidman & Seidman (BDO

Seidman, Dallas) in 1977 and in 1980 he joined the investment firm Van Kampen Investments, opening the firm’s southeast office

in Tampa, Florida in 1982.

He remained with the firm until 1996 when he joined Franklin Templeton.

After working for the Principal Financial

Group office in Tampa, Florida, Mr.

Doss was City Executive for U.S.

Trust in Sarasota, Florida, responsible for high net worth individuals.

He retired from that position in 2009.

He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company,

from 2010 to 2012.

Doss has also served as President of STARadio Corp.

Doss is a member of the America Institute

He is a graduate of Illinois Wesleyan University.

Peterson (age:

61) began serving as a director of the Company in August 2023.

He commenced serving as President, Chief Executive Officer

and as a member of the Board of Directors of Lafayette Energy Corp.

in April 2022.

Beginning in September 2021, Mr.

Peterson served as

a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee

of Aesther Healthcare Acquisition Corp.

AEHA), a special purpose acquisition company, that consummated its initial business

combination in February 2023.

Peterson is currently serving as a director of the merged company, Ocean Biomedical, Inc.

OCEA) (f.k.a Aesther Healthcare Acquisition Corp.).

In addition, Mr.

Peterson commenced serving

as an independent director of Oceantech Acquisition I Corp., in March 2023, began serving

as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition Corporation in June

Peterson has served as the president of Nevo Motors, Inc.

since December 2020, which was established to commercialize

a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational.

Since May 2022, Mr.

Campbell has served as a senior analyst at Greenhaven Road Capital, a long-term investment manager seeking to invest in opportunities off the beaten path, where he has gained extensive knowledge and experience with SPAC structures, incentives, and PIPE transactions.

Campbell was formerly the Chief Financial Officer of a single-family office, a position he held from 2015 to 2019, where he oversaw all accounting, investment, and capital allocation decisions.

Campbell holds a B.S.

degree in Business from Bellevue University and a Master of Business Administration from the Columbia Business School.

Family Relationships

There are no family relationships between any of our current officers or directors.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members.

Holders of our founder shares will have the right to appoint all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors during such time.

These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our founder shares voting in a general meeting.

Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a 3-year term.

Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers may consist of a chairman, a chief executive officer, a president, a chief operating officer, chief financial officer, vice presidents, a secretary, assistant secretaries, a treasurer and such other offices as may be determined by the board of directors.

Director Independence

The Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person who has No material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of the initial public offering.

A majority of our board of directors is comprised of independent directors to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules.

Our board of directors has determined that Peter Blacklow, Kyle Campbell and Julie Uhrman are independent directors under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Controlled Company Status

Until the completion of our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors.

Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil

and gas exploration and development company which is in the process of going public.

Since February 2021, Mr.

Peterson has served on

the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American:

Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei,

Taiwan from June 2018 to June 2021.

Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, INC (formerly

Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:

Peterson served as the Chief Executive Officer of PEDEVCO Corp.

(NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural

gas shale plays in the US from May 2016 to May 2018.

Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and

May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014,

and as PEDEVCO’s President from October 2014 to May 2018.

Peterson joined Pacific Energy Development as its Executive Vice

President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board

of directors from July 2012 to September 2013.

Peterson formerly served as Interim President and CEO (from June 2009 to December

2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis,

(formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX),

and as Chairman and Chief Executive Officer of Nevo Energy, Inc.

(NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based

developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012).

From 2005 to 2006, Mr.

Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City.

to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work

exclusively with high-net-worth investors.

From September 1989 to January 2000, Mr.

Peterson was employed by Goldman Sachs & Co.

in a variety of positions and roles, including as a Vice President.

Peterson received his MBA at the Marriott School of Management

and a BS in statistics/computer science from Brigham Young University.

Fell (age 78) began serving as a director of the Company in August 2023.

He brings along a wealth of experience in the field of economics

and business to the Company.

Fell served as an independent director of Aesther Healthcare Acquisition Corp., a special purpose acquisition

company, from 2021 until it consummated its initial business combination in February 2023.

Fell has served as an independent director

of TRxADE HEALTH, INC (Nasdaq:

MEDS) since January 2014, as well as a director of Trxade Nevada since December 2013.

In addition, he

commenced serving as an independent director of OTEC in March 2023.

In addition, Mr.

Fell commenced serving as an independent director of Oceantech Acquisition I Corp., in March

2023, began serving as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition

Corporation in June 2023.

He is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching

Economics and adjunct professor of economics for the University of Colorado, Colorado Springs.

Fell held positions with the University

of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the

Public Policy Institute from 1995 to 2012.

Fell was also a visiting professor at the University of LaRochelle, France, and an adjunct

professor of economics at both Illinois State University and The Ohio State University.

Fell holds undergraduate and graduate degrees

in economics from Indiana State University and his all but dissertation (ABD) in economics from Illinois State University.

work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has overseen graduate institutes

on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

Wadhwani (age:

56) began serving as a director of the Company in August 2023.

He is currently the Executive Vice President and Strategic

Advisor of TransForm Solution Inc., a business process outsourcing (BPO) company that specializes in analytics, digital interventions,

and operations management, a role he has served in since May 2023.

From April 2009 to April 2020, Mr.

Wadhwani held positions at Cognizant

Technology Solutions (“Cognizant”), a multi billion dollar, IT services and consulting company, ending his tenure at Cognizant

Director, Capital Markets & Investment Banking.

Wadhwani served as Senior Manager, Business Development – Banking

& Capital Markets at Headstrong (now Genpact (NYSE:

G)) from 2003 to 2005 and as Assistant Vice President at Polaris Software Services

from 1999 to 2002.

In India, Mr.

Wadhwani served as the Head of Institutional Equity Sales at Daewoo Finance (India) Ltd.

1999 and in product marketing and sales at Tata Consultancy Services from 1991 to 1994.

Throughout his career, Mr.

Wadhwani has negotiated

and closed several multi-year, multi-million dollar global technology service deals across the financial services, retail and media &

entertainment industries.

He is the co-founder of a SaaS based blockchain startup, which he was instrumental in conceptualizing, architecting

and building from the ground up.

Wadhwani brings hands on experience working at startups, growth stage organizations, and Fortune

500 companies.

He serves on the board of Semper Paratus Acquisition Corp (NASDAQ:

LGST) and on the board of a U.S.

based nonprofit, Quench

Wadhwani earned a degree in Computer Science and a Masters in Marketing degree, both from the University of Mumbai.

He holds an MBA (Executive) from the Columbia Business School in New York City.

62) began serving as a director of the Company in August 2023.

He is President and CEO of AlfaGene Bioscience, Inc.

successfully initiated several companies and for the last ten years has been the CEO of Apogee Pharma.

He has over 20 years of experience

in the global generic pharmaceutical market.

He is a trained chemist and seasoned entrepreneur with extensive experience in active pharmaceutical

He has more than twenty years of Pharmaceutical and Bio-tech industry experience;

entering the generic pharmaceutical industry

He is Chairman and Managing Director of Apogee Pharma, Inc., a major importer of APIs (Active Pharmaceutical Ingredients).

works closely with his clients assisting them in bringing new generic drugs to market, including Barr Pharmaceuticals, DuPont Pharmaceuticals,

Sandoz, Wyeth and Watson.

He is also a major investor in a generic pharmaceutical company and is the founder of, and primary investor

in, AlfaGene.

He worked and managed extensively in the Pharmaceutical industry and created a multimillion dollar company.

serves as a philanthropist for various organizations.

Relationships

are no family relationships between any of our current officers or directors.

and Terms of Office of Officers and Directors

board of directors consists of five members.

Holders of our founder shares have the right to appoint all of our directors prior to consummation

of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors

during such time.

These provisions of our amended and restated memorandum and articles of association may only be amended by a special

resolution passed by at least 90% of our founder shares voting in a general meeting.

Our board of directors is divided into three classes,

with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first

annual meeting of shareholders) serving a 3-year term.

Subject to any other special rights applicable to the shareholders, any vacancies

on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our

board or by a majority of the holders of our founder shares.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and

articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers

may consist of a chairman, a chief executive officer, a president, a chief operating officer, chief financial officer, vice presidents,

a secretary, assistant secretaries, a treasurer and such other offices as may be determined by the board of directors.

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

We have three “independent directors” as defined in the Nasdaq

listing standards and applicable SEC rules prior to completion of the initial public offering.

A majority of our board of directors is

comprised of independent directors to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules.

board of directors has determined that Michael L.

Peterson, Donald G.

Fell, Mayur Doshi, and Avinash Wadhwani are independent directors

under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors

Company Status

the completion of our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors.

As a result, the Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Committees of the Board of Directors

Our board of directors has two standing committees:

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group

or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to

applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same

protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in provisions, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors;

provided that if no such nominating committee exists, such selection or recommendation may be made by independent directors constituting a majority of the board’s independent directors.

Audit Committee

We have established an audit committee of the board of directors.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Julie Uhrman, Peter Blacklow and Kyle Campbell are members of our audit committee, and Ms.

Uhrman serves as the chairman of the audit committee.

Our board of directors has determined that each of Ms.

Blacklow and Mr.

Campbell are independent under the Nasdaq listing standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of directors has determined that Ms.

Uhrman qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee, including:

assisting board oversight of (i) the integrity of our financial statements, (ii) our compliance with leg and regulatory requirements, (iii) our independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Mr.

Blacklow, Ms.

Uhrman and Mr.

In accordance with Rule 5605 of the Nasdaq rules, each of Mr.

Blacklow, Ms.

Uhrman and Mr.

Campbell is independent.

Subject to phase-in rules and a limited

exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised

solely of independent directors.

Subject to phase-in provisions, the rules of the Nasdaq require that the compensation committee and

the nominating committee of a listed company be comprised solely of independent directors;

provided that if no such nominating committee

exists, such selection or recommendation may be made by independent directors constituting a majority of the board’s independent

have established an audit committee of the board of directors.

Under the Nasdaq listing standards and applicable SEC rules, we are required

to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Peterson, Avinash Wadhwani, and Donald G.

Fell are members of our audit committee, and Michael L.

Peterson serves as the chairman

of the audit committee.

Our board of directors has determined that each member of the audit committee is independent under the Nasdaq

listing standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of directors has

determined that Michael L.

Peterson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee,

board oversight of (i) the integrity of our financial statements, (ii) our compliance with leg and regulatory requirements, (iii)

our independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may

recommend a director nominee for selection by our board of directors.

Our board of directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Michael L.

Peterson, Avinash Wadhwani, and Donald G.

In accordance with Rule 5605 of the Nasdaq rules, each of the foregoing directors is

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.

However, prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

Our board of directors may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Compensation Committee

We have established a compensation committee of our board of directors.

The members of our compensation committee are Mr.

Blacklow and Ms.

Blacklow serves as chairman of the compensation committee.

Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to certain phase-in provisions.

Our board of directors has determined that each of Mr.

Blacklow and Ms.

Uhrman is independent.

We have adopted a compensation committee charter, which is available on our website and details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation (if any is paid by us), evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses and as set forth below, no compensation of any kind, including finder’s, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a code of ethics and business conduct, which we refer to as the Code of Ethics, applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics, audit committee charter and compensation committee charter as exhibits to our registration statement on Form S-1 (File No.

board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general

meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the

procedures set forth in our amended and restated memorandum and articles of association.

However, prior to our initial business combination,

holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers a number of qualifications relating

to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership

on the board of directors.

Our board of directors may require certain skills or attributes, such as financial or accounting experience,

to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to

obtain a broad and diverse mix of board members.

have established a compensation committee of our board of directors.

The members of our compensation committee are Michael L.

Avinash Wadhwani, and Donald G.

Fell serves as chairman of the compensation committee.

the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to

certain phase-in provisions.

Our board of directors has determined that each member of the compensation committee is independent.

have adopted a compensation committee charter, which is available on our website and details the principal functions of the compensation

committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation

(if any is paid by us), evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, any incentive-compensation and equity-based

plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than reimbursement of expenses and as set forth below, no compensation of any kind, including

finder’s, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their

respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although

we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to

or in connection with our initial business combination.

it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for

the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work

of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our board of directors.

have adopted a code of ethics and business conduct, which we refer to as the Code of Ethics, applicable to our directors, officers and

We have filed a copy of our form of Code of Ethics, audit committee charter and compensation committee charter as exhibits

to our registration statement on Form S-1 (File No.

333-261941), which exhibits are incorporated by reference as exhibits to this Report.

You may review these documents by accessing our public filings at the SEC’s web site at sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy

of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

Trading Arrangements and Policies

to the consummation of the IPO, we adopted an insider trading policy which requires insiders to:

(i) refrain from purchasing shares during

certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our

legal counsel prior to execution.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership

of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required

by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of

such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our

executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of

the Exchange Act.

Executive Compensation.

Compensation Discussion and Analysis

None of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services rendered to us.

We pay our sponsor up to $10,000 per month for office space, administrative and support services.

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates.

After the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be described, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-transaction business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Discussion and Analysis

of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services

rendered to us.

We pay our Original Sponsor up to $10,000 per month for office space, administrative and support services.

officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, Original Sponsor, officers, directors

or our or any of their affiliates.

the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management

fees from the combined company.

All of these fees will be described, to the extent then known, in the proxy solicitation materials or

tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any

limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the

amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-transaction

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors.

are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or

selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial

business combination should be a determining factor in our decision to proceed with any potential business combination.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 20, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

● each of our executive officers and directors that beneficially owns our ordinary shares;

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the placement warrants as these warrants are not exercisable within 60 days of the date of this Report.

In the table below, percentage ownership is based on 35,937,500 ordinary shares, consisting of (i) 28,750,000 Class A ordinary shares and (ii) 7,187,500 Class B ordinary shares, issued and outstanding as of March 20, 2023.

On all matters to be voted upon, except for the election or removal of directors of the board prior to the initial business combination, holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 29, 2024 based

on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

of our executive officers and directors that beneficially owns our ordinary shares;

our executive officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our

ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement

warrants as these warrants are not exercisable within 60 days of the date of this Report.

the table below, percentage ownership is based on 8,991,229 ordinary shares issued and outstanding as of February 29, 2024.

all matters to be voted upon, except for the election or removal of directors of the board prior to the initial business combination,

holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

All of the Class B ordinary shares

have been converted into Class A ordinary shares on a one-for-one basis.

Class A Ordinary Shares

1 unchanged sentence

Name and Address of Beneficial Owner (1)

PowerUp Sponsor LLC (our sponsor)(3)

Bruce Hack(3)

Michael Olson

Gabriel Schillinger(3)

Peter Blacklow

Kyle Campbell

SRIRAMA Associates, LLC (our Sponsor) (3)

Suren Ajjarapu (3)

Avinash Wadhwani

All executive officers and directors as a group (7 individuals)

Five Percent Holders

Saba Capital Management, L.P.

Glazer Capital, LLC (5)

Adage Capital Partners, L.P.

*Less than 1%

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o PowerUp Acquisition Corp., 188 Grand Street, Unit #195, New York, NY 10013.

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment, as described in this Report.

PowerUp Sponsor LLC (our Original Sponsor) (4)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o PowerUp Acquisition Corp., 188 Grand

Street, Unit #195, New York, NY 10013.

All Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis.

Our Sponsor is the record holder of such shares.

Hack and Schillinger are the managing members of our sponsor.

Ajjarapu is the managing member of our Sponsor.

Ajjarapu has voting

and investment discretion with respect to the ordinary shares held of record by our Sponsor and may be deemed to have shared beneficial

ownership of the ordinary shares held directly by our Sponsor.

Ajjarapu disclaims beneficial ownership of any shares other than to

the extent he may have a pecuniary interest therein, directly or indirectly.

Our Original Sponsor is the record holder of such shares.

Hack and Schillinger are the managing members of our Original Sponsor.

As such, each of Messrs.

Hack and Schillinger has voting and investment discretion with respect to the founder shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the founder shares held directly by our sponsor.

Hack and Schillinger has voting and investment discretion with respect to the ordinary shares held of record

by our Original Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by our Original Sponsor.

Each of Messrs.

Hack and Schillinger disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly.

(4) According to Schedule 13G/A filed jointly with the SEC on February 14, 2023 by Saba Capital Management, LP, a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr.

Weinstein, a United States citizen, and represents shares held by Saba Capital.

The address of the business office of each of Saba Capital, Saba GP and Mr.

Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(5) According to Schedule 13G filed jointly with the SEC on February 14, 2023 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”) and Mr.

Paul Glazer, a United States citizen, and represents shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager.

The address and business office of each of Glazer Capital and Mr.

Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

(6) According to Schedule 13G filed jointly with the SEC on March 7, 2022 by Adage Capital Partners, L.P., a Delaware limited partnership, Adage Capital Partners GP, L.L.C., a Delaware limited liability company, Adage Capital Advisors, L.L.C., a Delaware limited liability company, Robert Atchinson, a United States citizen, and Phillip Gross, a United States citizen.

The address and business office of each of Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Hack and Schillinger disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest

therein, directly or indirectly.

Certain Relationships and Related Transactions, and Director Independence.

On February 16, 2021, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0029 per share, to subscribe for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001.

Prior to the initial investment in the company of $25,000 by our sponsor, our company had no assets, tangible or intangible.

The per share price of the founder shares was determined by dividing the amount contributed to our company by the number of founder shares issued.

On February 11, 2022, we effected a 1.11111111-for-1.0 share dividend of our ordinary shares, such that our sponsor owned an aggregate of 7,187,500 founder shares, for a resulting purchase price of approximately resulting in a purchase price of approximately $0.0035 per share.

As a result of the underwriters’ election to fully exercise their over-allotment option, none of the 937,500 founder shares that were subject to forfeiture by our sponsor were forfeited.

Our sponsor purchased an aggregate of 9,763,333 private placement warrants at a purchase price of $1.50 per warrant, for an aggregate purchase price of $14,645,000, in a private placement that occurred simultaneously with the closing of our initial public offering.

The placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, then, subject to his or her fiduciary duties under Cayman Islands law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We currently maintain our executive offices at 188 Grand Street, Unit #195, New York, NY 10013.

The cost for our use of this space is included in the $10,000 per month fee we pay to our sponsor or its affiliates for office space and administrative and support services,.

February 16, 2021, our Original Sponsor paid an aggregate purchase price of $25,000, or approximately $0.0029 per share, to subscribe

for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001.

Prior to the initial investment in the company of $25,000 by

our Original Sponsor, our company had no assets, tangible or intangible.

The per share price of the founder shares was determined by

dividing the amount contributed to our company by the number of founder shares issued.

On February 11, 2022, we effected a 1.11111111-for-1.0

share dividend of our ordinary shares, such that our Original Sponsor owned an aggregate of 7,187,500 founder shares, for a resulting

purchase price of approximately resulting in a purchase price of approximately $0.0035 per share.

As a result of the underwriters’

election to fully exercise their over-allotment option, none of the 937,500 founder shares that were subject to forfeiture by our Original

Sponsor were forfeited.

Original Sponsor purchased an aggregate of 9,763,333 private placement warrants at a purchase price of $1.50 per warrant, for an aggregate

purchase price of $14,645,000, in a private placement that occurred simultaneously with the closing of our initial public offering.

placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after

the completion of our initial business combination.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity

to which he or she has then-current fiduciary or contractual obligations, then, subject to his or her fiduciary duties under Cayman Islands

law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and

directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

currently maintain our executive offices at 188 Grand Street, Unit #195, New York, NY 10013.

The cost for our use of this space is included

in the $10,000 per month fee we pay to our Original Sponsor or its affiliates for office space and administrative and support services.

Upon completion of our initial business combination or our liquidation, we expect to cease paying these monthly fees.

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers and directors, or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our sponsor loaned us up to $300,000 to be used for a portion of the expenses of our initial public offering.

These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2022 and the closing of our initial public offering, which occurred on February 23, 2022.

The loan was repaid upon the closing of our initial public offering out of the portion of the proceeds from our initial public offering and the sale of placement warrants that were allocated for the payment of offering expenses (other than underwriting discounts and commissions) and were not held in the trust account.

In addition, our sponsor or an affiliate of our sponsor may, but is not obligated to, loan us additional funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans made available by our sponsor or its affiliates may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the placement warrants, including as to exercise price, exercisability and exercise period.

Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our sponsor or its affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be described, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-transaction business to determine officer and director compensation.

We have entered into a registration rights agreement with respect to the founder shares, placement warrants (and the Class A ordinary shares issuable upon their exercise), and warrants (and the Class A ordinary shares issuable upon their exercise) issued upon conversion of working capital loans (if any), which was filed as an exhibit to the Registration Statement.

We have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our Registration Statement.

These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Party Policy

In connection with the consummation of the initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

A form of the code of ethics was filed as an exhibit to the Registration Statement and incorporated by reference as an exhibit to this Report.

Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor,

officers and directors, or any of their respective affiliates and will determine which expenses and the amount of expenses that will

be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with

activities on our behalf.

Original Sponsor loaned us up to $300,000 to be used for a portion of the expenses of our initial public offering.

These loans were non-interest

bearing, unsecured and were due at the earlier of June 30, 2022 and the closing of our initial public offering, which occurred on February

The loan was repaid upon the closing of our initial public offering out of the portion of the proceeds from our initial public

offering and the sale of placement warrants that were allocated for the payment of offering expenses (other than underwriting discounts

and commissions) and were not held in the trust account.

addition, our Original Sponsor, Sponsor, or their affiliates may, but are not obligated to, loan us additional funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust

account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such

loans made available by our Original Sponsor, Sponsor, or their affiliates may be convertible into warrants at a price of $1.50 per warrant

at the option of the lender.

The warrants would be identical to the placement warrants, including as to exercise price, exercisability

and exercise period.

Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements

exist with respect to such loans.

We do not expect to seek loans from parties other than our Original Sponsor, Sponsor, or their affiliates

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in our trust account.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company.

All of these fees will be described, to the extent then known, in the tender offer or proxy solicitation materials,

as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-transaction business to determine officer and director compensation.

have entered into a registration rights agreement with respect to the founder shares, placement warrants (and the Class A ordinary shares

issuable upon their exercise), and warrants (and the Class A ordinary shares issuable upon their exercise) issued upon conversion of

working capital loans (if any), which was filed as an exhibit to the Registration Statement.

have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our

Registration Statement.

These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable

Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which

they could be indemnified.

Share Conversion

May 18, 2023, following the extraordinary general meeting, shareholders holding all of the issued and outstanding Class B ordinary shares

elected to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

As a result, 7,187,500 of our Class

B ordinary shares were cancelled and 7,187,500 of our Class A ordinary shares were issued to such converting Class B shareholders.

converting Class B shareholders agreed that all of the terms and conditions applicable to the Class B ordinary shares set forth in the

Letter Agreement, shall continue to apply to the Class A ordinary shares that the Class B ordinary shares converted into, including the

voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account or any monies

or other assets held therein.

Purchase Agreement

July 14, 2023, we entered into the Sponsor Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Sponsor

agreed to purchase from the Original Sponsor 4,317,500 of our Class A ordinary shares and 6,834,333 private placement warrants, each

exercisable for one Class A Ordinary Share for an aggregate purchase price of $1.00, payable at the time we complete an initial business

In addition to the payment of the Sponsor Purchase Price, the Sponsor also assumed the responsibilities and obligations

of the Original Sponsor related to the Company.

On August 18, 2023, the parties to the Sponsor Purchase Agreement closed the transactions

contemplated thereby.

Combination Agreement

December 26, 2023, we entered into the Merger Agreement with Merger Sub, the Sponsor, Visiox, and Ryan Bleeks, in the capacity as the

seller representative.

Pursuant to the Merger Agreement, among other things, the Company will complete the Domestication and the parties

will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity, as a result of which all of

the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $0.0001 per share, of the

Company subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary

of the Company.

December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (“SSVK”),

pursuant to which SSVK loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned $250,000 to the Company.

January 9, 2024 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee Pharma Inc.

(“Apogee”), pursuant to which Apogee loaned an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned

$50,000 to the Company.

On January 10, 2024, the Company

entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned

an aggregate of $150,000 to the Sponsor and the Sponsor loaned $150,000 to the Company.

On March 5, 2024, the Company entered

into Subscription Agreements with four investors agreed to contribute to the Sponsor an aggregate of $1,000,00 to support the Company’s

de-SPAC transaction.

The Company has certain obligations under Subscription Agreements, including to issue shares of its Class

A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the

connection with the consummation of the initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible,

all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of

our board) or as disclosed in our public filings with the SEC.

Under our code of ethics, conflict of interest situations will include

any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

A form of the code of ethics was filed as an exhibit to the Registration Statement and incorporated by reference as an exhibit to this

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the year ended December 31, 2022 and the period from February 9, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $44,000 and $39,000 for the services Marcum performed in connection with the audit of our December 31, 2022 and 2021 financial statements included in this Annual Report on Form 10K.

Audit-Related Fees.

During the year ended December 31, 2022 and the period from February 9, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $0 and $65,000 for the services Marcum performed in connection with our Initial Public Offering.

During the year ended December 31, 2022 and the period from February 9, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the year ended December 31, 2022 and the period from February 9, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately

$123,287 and $44,000 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial statements

included in this Annual Report on Form 10K.

Audit-Related

During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately

$0 and $0 for the services Marcum performed in connection with our Initial Public Offering.

During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our

independent registered public accounting firm other than those set forth above.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

Exhibits, Financial Statements and Financial Statement Schedules.

(a) The following are filed with this report:

(1) Financial Statements

INDEX TO FINANCIAL STATEMENTS

following are filed with this report:

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

(2) Financial Statements Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Statements Schedule

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Form 10-K Summary.

Not applicable.

POWERUP ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Powerup Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Powerup Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 9, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 9, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph -- Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022, are not sufficient to complete its planned activities.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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

Basis for Opinion

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

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.

Amended and Restated Memorandum and Articles of Association (2)

Amendment to Amended and Restated Memorandum and Articles of Association of the Company (4)

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (2)

Description of Registered Securities (5)

Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (2)

Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (2)

Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (2)

Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (2)

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 (2)

Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (1)

Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (1)

Form of Non-Redemption Agreement (6)

Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (7)

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

Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc.*

Form of Subscription Agreement dated March 5, 2024, by and among the PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Visiox Pharmaceuticals, Inc.

and Investor.*

Code of Ethics (1)

Insider Trading Policy*

Subsidiaries of PowerUp Acquisition Corp.*

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Clawback Policy*

Audit Committee Charter (1)

Compensation Committee Charter (1)

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Calculation Linkbase*

XBRL Taxonomy Label Linkbase*

XBRL Definition Linkbase Document*

Page Interactive Data File (Embedded within the Inline XBRL document and included as Exhibit 101)*

by reference to the Company’s Form S-1, filed with the SEC on February 14, 2022.

by reference to the Company’s Form 8-K, filed with the SEC on February 23, 2022.

by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on December 28, 2023.

by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on May 23, 2023.

by reference to Exhibit 4.5 to the Company’s Form 10-K filed with the SEC on March 21, 2023.

I ncorporated

by reference to Exhibit 10.1 in the Current Report on Form 8-K filed on May 1, 2023 .

by reference from Exhibit 10.1 to the Current Report filed on July 19, 2023.

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on

its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

March 11, 2024

Surendra Ajjarapu

Executive Officer and Chairman

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Surendra Ajjarapu

Executive Officer and Chairman

Executive Officer)

March 11, 2024

Financial Officer

Financial Officer and Principal

March 11, 2024

Michael Peterson

March 11, 2024

Avinash Wadhwani

March 11, 2024

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders’ and Board of Directors of

Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheets of PowerUp Acquisition Corp.

(the “Company”) as of December 31,

2023 and 2022, the related statements of operations, shareholders’ deficit and cash flows for the years

ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity

with accounting principles generally accepted in the United States of America.

Paragraph -- Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that

was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses or entities on or before May 23, 2024.

The Company entered into a definitive merger agreement

with a business combination target on December 26, 2023;

however, the completion of this transaction is subject to the approval of the

Company’s stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy

the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to May

23, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for

any period of time after May 23, 2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also

described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/S/ Marcum LLP

We have served as the Company’s auditor since 2021.

have served as the Company’s auditor since 2021.

March 11, 2024

POWERUP ACQUISITION CORP.

ACQUISITION CORP.

BALANCE SHEETS

December 31, 2023

December 31, 2022

CURRENT ASSETS

Prepaid expenses and other

Deferred offering cost

Total current assets

1 unchanged sentence

Investments held in Trust Account

$ 300,182,005

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

Accrued offering costs

Promissory note - related party

Loan and Transfer note - payable

Due to affiliate

4 unchanged sentences

REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 28,750,000 shares at redemption value of $ 10.25 per share.

Shareholders’ 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 December 31, 2023 and 2022, respectively

SHAREHOLDER’S DEFICIT

Preference shares;

3 unchanged sentences

300,000,000 shares authorized;

none issued or outstanding

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

Class B ordinary shares;

1 unchanged sentence

50,000,000 shares authorized;

7,187,500 issued and outstanding at December 31, 2022 and 2021

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

Additional paid-in capital

1 unchanged sentence

( 11,287,754 )

( 9,938,620 )

Total shareholders’ deficit

1 unchanged sentence

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of the financial statements.

POWERUP ACQUISITION CORP.

$ 300,182,005

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Period

2021 (Inception)

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

OPERATING EXPENSES

1 unchanged sentence

Total operating expenses

( 1,340,168 )

Other income:

Interest expense – debt discount

Interest earned on investments held in Trust Account

Total other income, net

Net income (loss)

Weighted average shares outstanding of redeemable shares

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

Weighted average shares outstanding of non-redeemable shares

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

The accompanying notes are an integral part of the financial statements.

POWERUP ACQUISITION CORP.

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022

AND FOR THE PERIOD FROM FEBRUARY 9, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance – February 9, 2021 (inception)

Issuance of ordinary shares to Sponsor

Balance – December 31, 2021

8 unchanged sentences

( 9,937,901 )

The accompanying notes are an integral part of the financial statements.

POWERUP ACQUISITION CORP.

( 9,938,620 )

( 9,937,901 )

Conversion of Class B shares to Class A

( 7,187,500 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Face value of convertible note in excess of fair value

Remeasurement for Class A shares to redemption value

( 5,813,213 )

Balance – December 31, 2023

$ ( 11,287,754 )

$ ( 322,105 )

$ ( 11,287,754 )

$ ( 322,105 )

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Period from

February 9, 2021

(Inception) through

December 31, 2023

December 31, 2022

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

( 5,813,213 )

( 4,316,583 )

Interest expense – debt discount

Changes in operating assets and liabilities:

Prepaid expenses

Accrued offering costs

Deferred offering costs

Accounts payable and accrued expenses

3 unchanged sentences

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account in connection with redemptions

Cash deposited to Trust Account

( 294,687,500 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 294,687,500 )

4 unchanged sentences

Payment of offering costs

Proceeds notes payable - related party

Net cash provided by financing activities

Redemption of ordinary shares

( 284,916,127 )

Proceeds from Sponsor note

Net cash (used in) provided by financing activities

( 284,760,279 )

NET CHANGE IN CASH

3 unchanged sentences

Initial value of Class A ordinary shares subject to possible redemption

$ 294,687,500

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

Payment of deferred offering costs by note payable - related party

Payment of expenses and deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares

The accompanying notes are an integral part of the financial statements.

Sponsor shares contributed for no redemption of shares

Conversion of Class B shares to Class A

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORP.

TO CONSOLIDATED FINANICIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

PowerUp Acquisition Corp.

Acquisition Corp.

(the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

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 December 31, 2022, the Company had not commenced any operations.

All activity from February 9, 2021 (inception) through December 31, 2022 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.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective on February 17, 2022.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

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.

December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp

Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), and Visiox Pharmaceuticals, Inc ., a Delaware corporation (“ Visiox ”).

The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination.

Note 6 for further information.

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

Substantially all activity from February 9, 2021 (inception) through

December 31, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below

and, since the IPO, 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.

The Company will generate non-operating income in the form

of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s IPO

was declared effective on February 17, 2022.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units”

and, with respect to Class A ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit,

generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”) at a price of $ 1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, PowerUp Sponsor LLC (the “Sponsor”) generating gross proceeds of $ 13,707,500 which is described in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $ 37,500,000 .

Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $ 937,500 .

Offering costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 606,080 of other costs.

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, 2023, subject to the terms of the underwriting agreement.

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.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

Simultaneously

with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”)

at a price of $ 1.50 per Private Placement Warrant in a private placement to the Company’s original sponsor, PowerUp Sponsor LLC

(the “Original Sponsor”) generating gross proceeds of $ 13,707,500 which is described in Note 4.

Simultaneously

with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the

underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional

gross proceeds of $ 37,500,000 .

Simultaneously with the exercise of the overallotment, the Company consummated the private placement of

an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $ 937,500 .

costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable

(which are held in the Trust Account (defined below)) and $ 606,080 of other costs.

As described in Note 6, the $ 10,812,500 of deferred

underwriting fee payable was 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 IPO, agreed to waive their entitlements to the deferred underwriting

commissions of $ 10,812,500 pursuant to the underwriting agreement for the IPO (the “Underwriting Agreement”).

$ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying

consolidated financial statements (see Note 6).

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 invested in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with

a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company

meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

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

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.

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 it

enters into a definitive agreement for 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

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

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.25 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 11.03 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There are no redemption rights with respect to the

Company’s warrants.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and

Articles of Association”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption

provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial

carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20

“Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination.

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.

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.

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.

However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.25 per shares held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world.

As of the date the 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 financial statements.

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

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Going Concern

As of December 31, 2022, the Company had $ 497,259 in its operating bank accounts, $ 299,004,083 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 $ 797,229 .

As of December 31, 2022, $ 4,316,583 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 December 31, 2022 is under 12 months.

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

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.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

If it is probable that the equity

instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from

the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest

redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the

changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares

are redeemable and are classified as such on the consolidated balance sheet until such date that a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to an initial Business Combination.

If the Company seeks shareholder approval of a Business Combination, the Company

will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such

other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange listing

requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to

its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with

a Business Combination, the Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased

during or after the IPO in favor of the Business Combination.

The New Sponsor (as defined below) may be deemed to be subject to this

same obligation.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective

of whether they vote for or against the proposed Business Combination.

Notwithstanding

the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.

Company’s Original Sponsor, and its initial officers and directors (the “Initial Shareholders”) 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.

The New Sponsor and the Company’s

current officers and directors may be deemed to be subject to this same obligation.

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

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”).

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.

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the

per share redemption price for the redemption of public shares effected on May 18, 2023 should have been approximately $ 10.57 , 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 $ 632,968 .

the Extraordinary General Meeting, on May 18, 2023, those Initial Shareholders holding all of the

issued and outstanding Class B ordinary shares of 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.

April 13, 2023, the Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”)

to act as its capital markets advisor 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 of the Company which is payable at the close of business combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary

shares of the Company, which is payable at the close of a Business Combination.

August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), (i) Bruce

Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell tendered their resignations as members of the board of directors

of the Company (the “Board”), (ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company,

(iii) Surendra Ajjarapu, Michael L.

Peterson, Donald G.

Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board,

(iv) Surendra Ajjarapu was appointed Chairman of the Board, and (v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s

Chief Executive Officer and Chief Financial Officer, respectively.

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 requirements of

applicable law.

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination by May 23, 2024, or during any additional extension period (the “Combination Period”).

the Initial Shareholders acquired Public Shares in or after the IPO, they are entitled to liquidating distributions from the Trust Account

with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters

have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.

In the event the

Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of the residual

assets remaining available for distribution (including Trust Account assets) will be only $ 11.03 per share held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent

any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company

has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account.

This liability will not apply with

respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held

in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public

accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any

right, title, interest or claim of any kind in or to monies held in the Trust Account.

December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp

Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), and Visiox .

The transactions contemplated by the Merger Agreement are intended

to serve as the Company’s initial Business Combination.

See Note 6 for further information.

of December 31, 2023, the Company had $ 0 in

its operating bank account and a working capital deficit of $ 322,105 .

As of December 31, 2023 and 2022, the Company had $ 19,901,169 and $ 299,004,083

in its trust account.

On May 18, 2023, 26,946,271

of the Company’s ordinary shares were redeemed and as of December 31, 2023, $ 19,901,169 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.

As of December 31, 2023 and December 31, 2022, $ 5,813,213 and

$ 4,316,583 of

the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account,

respectively.

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

At the Extraordinary General Meeting,

the Company’s shareholders approved the Extension Amendment that served to extend the date by which the Company must consummate

its initial Business Combination from May 23, 2023 to May 23, 2024.

The remaining life of the Company as of December 31, 2023 is under

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.

The Company may need to raise

additional capital through loans or additional investments from its New Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at

any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time, which is considered to be one year from the issuance date of the consolidated financial statements.

These consolidated financial

statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that

might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s consolidated financial statements with another public company difficult or impossible because

of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements.

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those significant estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Such estimates

may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those significant estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Actual results could differ from those estimates.

Cash and Cash Equivalents

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

and Cash Equivalents

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 December 31, 2023 and 2022.

Investments Held in Trust Account

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

Held in Trust Account

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

Treasury securities.

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

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited statements of operations.

The Company’s

investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated balance

sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements

of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Offering Costs associated with the Initial Public Offering

Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs amounted to $ 16,418,580 .

This amount was charged to shareholders’ deficit upon the completion of the IPO.

Concentration of Credit Risk

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 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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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 December 31, 2022 and 2021.

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

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the

Company’s control) are classified as temporary equity.

Costs associated with the Initial Public Offering

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs amounted

to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting

fees payable, and $ 606,080 of other offering costs.

This amount was charged to shareholders’ deficit upon the completion of the

Concentration

of Credit Risk

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 December 31, 2023 and 2022, the

Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated

balance sheet, primarily due to their short-term nature.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax

basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax

assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a

tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

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 December

31, 2023 and 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.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and

is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

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 December 31, 2022, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s 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 December 31, 2022, the redeemable ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table:

The Company’s

Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, at December 31, 2023 and 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 consolidated

balance sheets.

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.

December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet

is reconciled in the following table:

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

$ 287,500,000

Fair value to Public Warrants at issuance

4 unchanged sentences

Redeemable ordinary shares subject to possible redemption at December 31, 2022

Net Income (Loss) per 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”) Earnings and losses are shared pro rata between the two classes of shares, Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022.

At December 31, 2022, 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 year ended December 31, 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 period presented.

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

( 284,916,127 )

Remeasurement of carrying value to redemption value

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

Income per Ordinary Share

Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary

shares (the “Founder Shares”).

Earnings and losses are shared pro rata between the two classes of shares.

Public and private

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

At December 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 years ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the

contingencies have not yet been met.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for

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.

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

For year ended

For the period February 9, 2021

For year ended

December 31, 2023

(Inception) to December 31, 2021

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

December 31, 2022

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and dilution net income (loss) per share

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding.

Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Basic and dilution net income per share

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing consolidated financial instruments pursuant to ASC 480, meet the definition of a

liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including

whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent

period end date while the instruments are outstanding.

Management has concluded that the Public Warrants (as defined below) and Private

Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial

statements and disclosures.

INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one -half of a redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one whole Class A ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 7).

to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit.

Each Unit consisted of one Class A ordinary share and one-half

of a redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one whole Class A

ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT WARRANTS

On February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at a price of $ 1.50 per Placement Warrant, generating gross proceeds of $ 14,645,000 .

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option

in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at

a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 14,645,000 .

Each whole Private Placement Warrant is exercisable

for one whole Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants was

added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the

Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable

on a cashless basis.

Original Sponsor and the Company’s initial officers and directors agreed, subject to limited exceptions, not to transfer, assign

or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

The New Sponsor

and the Company’s current officers and directors may be deemed to be subject to this same obligation.

RELATED PARTY TRANSACTIONS

Founder Shares

On February 16, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares, par value $ 0.0001 (“Class B ordinary shares”) for an aggregate price of $ 25,000 , and on December 18, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Sponsor owns an aggregate of 6,468,750 Class B ordinary shares.

On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend of our Class B ordinary shares, so that the Sponsor owns an aggregate of 7,187,500 founder shares (the “Founder Shares”).

The share dividend was retroactively restated.

Since the underwriters’ exercised their overallotment option in full upon IPO, no ne of the Founder Shares were forfeited.

The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in this Note 5.

Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

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 September 30, 2022 or the completion of the IPO.

February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares for an aggregate price

of $ 25,000 , and on December 18, 2021, the Original Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Original Sponsor

then owned an aggregate of 6,468,750 Class B ordinary shares.

On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend

of its Class B ordinary shares, so that the Original Sponsor owned an aggregate of 7,187,500 Founder Shares.

The share dividend was retroactively

Since the underwriters’ exercised their overallotment option in full upon IPO, none of the Founder Shares were forfeited.

Founder Shares are subject to certain transfer restrictions, as described in this Note 5.

Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination,

(x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange

or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares

for cash, securities or other property .

August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) purchased from the Original

Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants for an aggregate purchase price of $ 1.00 ,

payable at the time of the initial Business Combination.

February 16, 2021, the Original 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 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 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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.50 per warrant.

The Note was subsequently paid off in February

2022 after the IPO and there was no amount outstanding as of as of December 31, 2023 and 2022.

addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New

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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held

outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of

the post Business Combination entity at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2023 and 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.

As of December 31, 2022, and 2021, $ 100,000 and $ 0 , respectively, have been incurred under this arrangement.

Due to affiliate

As of December 31, 2022, the amount of $ 122,689 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.

Administrative

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 Original Sponsor a monthly fee of $ 10,000 for office space,

secretarial and administrative services.

For the year ended December 31, 2023 and 2022, the Company has incurred $ 120,000 and $ 100,000 ,

respectively, of expenses under this arrangement.

and Transfer Agreement

December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company,

the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000

(the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and the Sponsor loaned $ 250,000

to the Company (the “SPAC Loan”).

As of December 31, 2023 and December 31, 2022, there was $ 155,848

in borrowings under the agreement, respectively (see note 6).

The Company analyzed its Loan and Transfer Agreements under ASC 480 “Distinguishing

Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative

that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7

through 25-10.

As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting

under ASC 470 “Debt”.

As of December 31, 2023, the Sponsor received an aggregate of $ 155,848 under the Loan and Transfer Agreement

of which $ 155,848 was funded to the Company.

The amounts received under the Loan and Transfer Agreement were recorded as a Loan and Transfer

Liability on the accompanying consolidated balance sheets.

The debt discount is being amortized to interest expense as a non-cash

charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date

at the time of each draw.

During the year ended December 31, 2023, the Company recorded $ 8,966 of interest expense related to the amortization

of the debt discount.

The remaining balance of the debt discount as of December 31, 2023 amounted to $ 143,464 .

Pursuant to ASC 470, the Company recorded the fair value of the loan and

transfer liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount

on its consolidated statements of operations.

The initial fair value of the subscription liability at issuance was estimated using a Black

Scholes and Probability Weighted Expected Return Model.

of December 31, 2023 and 2022, $ 238,939 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the

accompanying consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

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

COMMITMENTS AND CONTINGENCIES

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.

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On February 23, 2022, the underwriters elected to fully exercise the over-allotment option purchasing 3,750,000 Units.

The underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO.

The underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the closing of the Business Combination ($ 750,000 in the aggregate).

In addition, the underwriters are entitled to a deferred underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO.

The total deferred fee is $ 10,812,500 consisting of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination.

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.

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 pursuant to a registration rights agreement dated February 17, 2022.

These holders are entitled to

certain demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 3,750,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On February 23, 2022, the underwriters

elected to fully exercise the over-allotment option purchasing 3,750,000 Units.

underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO.

underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the

closing of the Business Combination ($ 750,000 in the aggregate).

In addition, the underwriters were originally entitled to a deferred

underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO.

The total deferred fee was $ 10,812,500 consisting

of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination.

The deferred fee

was to 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.

June 28, 2023, the underwriters agreed to waive their 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 consolidated financial statements.

Non-Redemption

Original 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”) solely in connection with the extraordinary general meeting of shareholders 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 Original Sponsor agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Original

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 Original 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

Original 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.

July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware

limited liability company (the “New Sponsor”) and PowerUp Sponsor LLC (the “Original Sponsor”), pursuant to which

the New Sponsor purchased from the Original 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 Original 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 payable at the time of the initial Business Combination.

On August 18, 2023, the parties to the

Purchase Agreement closed the transactions contemplated thereby.

April 13, 2023, the Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”)

to act as its capital markets advisor 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 of the Company which is payable at the close of Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary

shares of the Company, which is payable at the close of a Business Combination.

The fair value of the equity shares at the grant date

which will be determined upon the consummation of a Business Combination.

December 26, 2023, the Company entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware

corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability

company (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”), and Ryan Bleeks, in

the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”).

Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox

continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of

Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of PowerUp (the “Share Exchange”) subject

to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of PowerUp.

to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of

the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the

DGCL and Part XII of the Cayman Islands Companies Act.

In connection with the Domestication, each issued and outstanding pre-Domestication

preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication

Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication

public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one

share of Company Preferred Stock, one share of Company Class A Common Stock, one share of Company Class B Common Stock, one Company Private

Warrant, one Company Public Warrant, and one Company Public Unit, respectively.

Immediately following the Domestication, (i) each share

of Company Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Company Class A Common Stock,

(ii) the Company Class A Common Stock will be reclassified as Company Common Stock, and (iii) each Company Public Unit will be separated

into shares of Company Common Stock and Company Public Warrants.

Consideration

consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from the Company, in

the aggregate, a number of shares of Company Common Stock with an aggregate value equal to the Merger Consideration.

Under the Merger

Agreement, “Merger Consideration” means (a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less

than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number

of Rollover RSUs, multiplied by (ii) $10.00.

Capitalized terms used herein have the meanings assigned in the Merger Agreement.

addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from the Company, in the

aggregate, an additional 6,000,000 shares of Company Common Stock as follows:

the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 % occurs within twelve (12) months

of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of

the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall

be issued 1,000,000 Earnout Shares (the “Launch Earnout Share Payment”).

in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the

“$ 12.50 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds

$ 12.50 per share (the “First Share Price Target”) for 20 out of any 30 consecutive Trading Days during the period

beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout

Period”), and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the

Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall

be issued 1,000,000 Earnout Shares (the “$ 12.50 Earnout Share Payment”).

the event the First Share Price Target was achieved prior to the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout

Share Payment shall be earned on the $ 12.50 Earnout Eligibility Date.

In the event the First Share Price Target was achieved

on or after the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the date on which

the First Share Price Target was achieved.

No $ 12.50 Earnout Share Payment shall be earned if the $ 12.50 Earnout Eligibility

Date is a date later than the end of the Earnout Period.

in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the “$ 15.00

Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 15.00 per share

(the “Second Share Price Target”) for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to

the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company

Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the

“$ 15.00 Earnout Share Payment”).

the event the Second Share Price Target was achieved prior to the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment

shall be earned on the $ 15.00 Earnout Eligibility Date.

In the event the Second Share Price Target was achieved on or after the $ 15.00

Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was

No $ 15.00 Earnout Share Payment shall be earned if the $ 15.00 Earnout Eligibility Date is a date later than the end of

the Earnout Period.

and Transfer Agreement

connection with the execution of the Merger Agreement, o n December 21, 2023, the Company entered

into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to

which the Lender loaned an aggregate of $ 250,000 (the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and

the Sponsor loaned $ 250,000 to the Company (the “SPAC Loan”).

The Sponsor Loan accrues interest at 8 % per annum and the SPAC

Loan does not accrue interest.

The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required

to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination.

The Funded Amount,

together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s

initial business combination, at the option of the Lender, in either (a) cash;

or (b) Class A ordinary shares of the Company held by

the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest.

As additional consideration

for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the

Company to the Lender for each $1.00 multiple of the Funded Amount, which included the registration rights previously provided by the

Company to the Sponsor.

Promissory Note

December 1, 2023, Visiox issued Sponsor a secured convertible promissory note (“Visiox Convertible Note”) in the principal

amount of up to $ 2,000,000 .

The Visiox Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of

the actual number of days elapsed and a year of 365 days.

All then outstanding principal, together with any then unpaid and accrued interest

and other amount payable under the Visiox Convertible Note shall be due and payable at the earlier of (i) when requested in writing by

the Sponsor on or after November 30, 2024 (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance

of an Event of Default, such amounts become due and payable in accordance with the terms of the Visiox Convertible Note.

The Visiox Convertible

Note may not be prepaid without the consent of the Sponsor.

Services Agreement

Company shall (a) on behalf Visiox, pay $ 2.0 million to the Sponsor for advisory services (the “ Advisory Fee ”)

and (b) on behalf of the Company, issue the Sponsor 2,000,000 shares of Company Common Stock as partial consideration for the Sponsor

entering into the Company Convertible Notes;

and (c) issue the Sponsor up to 1,000,000 shares of Company Common Stock as partial consideration

for the Sponsor entering into Working Capital Loans, such exact number to be the actual dollar amount of principal loaned.

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 December 31, 2022 and 2021, 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 December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption).

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.

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 Board.

At December 31, 2023 and 2022, there were

no preference shares issued or outstanding.

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 December 31, 2023 and 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).

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 December 31, 2021, there were 7,187,500 Class B ordinary shares outstanding.

As of December 31, 2022, there were 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.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of private placement warrants issued to the Sponsor or its affiliates upon conversion of loans made to us).

Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

Public Warrants may only be exercised for a whole number of shares.

As of December 31, 2023 and 2022, there

were 0 and 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert

into Class A ordinary shares on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked

securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business

Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders

of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on

an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective

of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares

and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked

securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of

private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).

Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO.

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle

such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants

is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

laws of the state of the exercising holder, or an exemption is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants.

The Company will use its best efforts

to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating

thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

No warrants will be exercisable

for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable

upon exercise of the warrants and a current prospectus relating to such ordinary shares.

Notwithstanding the foregoing, if a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified

period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon not less than 30 days ’ prior written notice of redemption, to each warrant holder;

● if, and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation.

However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity.

In order to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the Public Warrants on IPO.

The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield.

The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021.

The risk-free interest rate is based on the interpolated U.S.

the warrants become exercisable, the Company may redeem the warrants:

whole and not in part;

a price of $ 0.01 per warrant;

not less than 30 days ’ prior written notice of redemption, to each warrant holder;

and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions,

share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption

to the warrant holders.

and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon

exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable

to effect such registration or qualification.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or

recapitalization, reorganization, merger, or consolidation.

However, except as described below, the warrants will not be adjusted for

issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of

any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination

on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading

price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the

Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued

Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of

the greater of the Market Value and the Newly Issued Price.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement

Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity.

to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the

Public Warrants on IPO.

The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility,

expected term, risk-free interest rate and dividend yield.

The expected volatility as of the IPO closing date was derived from observable

public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021.

The risk-free interest

rate is based on the interpolated U.S.

Constant Maturity Treasury yield.

The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022:

The expected term of the warrants is assumed to be six months

until the close of a Business Combination, and the contractual five-year term subsequently.

The dividend rate is based on the historical

rate, which the Company anticipates to remain at zero.

following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022:

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS

Private warrant

3 unchanged sentences

Dividend Yield

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

As of December 31, 2022, the Company had 14,375,000 of Public Warrants and 9,763,333 of Private Warrants outstanding, respectively.

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

As of December 31, 2023, the Company had 14,375,000 Public Warrants

and 9,763,333 Private Warrants outstanding, respectively.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

At 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 December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2023 and 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.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS

Quoted Prices in

4 unchanged sentences

Unobservable Inputs

December 31, 2023

Investment held in Trust Account

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2022

Investment held in Trust Account

$ 299,004,083

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

EXHIBIT INDEX

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

Amended and Restated Memorandum and Articles of Association (2)

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (2)

Description of Registered Securities*

Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (2)

Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (2)

Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (2)

Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (2)

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 (2)

Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (1)

Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (1)

Code of Ethics (1)

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Audit Committee Charter (1)

Compensation Committee Charter (1)

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Calculation Linkbase*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Definition Linkbase Document*

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included as Exhibit 101)*

* Filed herewith.

** Furnished herewith.

(1) Incorporated by reference to the Company’s Form S-1, filed with the SEC on February 14, 2022.

(2) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on February 23, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

POWERUP ACQUISITION CORP.

March 21, 2023

/s/ Jack Tretton

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jack Tretton

Chief Executive Officer and Director

(Principal Executive Officer)

March 21, 2023

/s/ Michael Olson

Michael Olson

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

March 21, 2023

/s/ Bruce Hack

Executive Chairman

March 21, 2023

/s/ Gabriel Schillinger

Gabriel Schillinger

March 21, 2023

/s/ Peter Blacklow

Peter Blacklow

March 21, 2023

/s/ Julie Uhrman

March 21, 2023

/s/ Kyle Campbell

Kyle Campbell

March 21, 2023

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated

financial statements were available to be issued.

Other than described below, there have been no events that have occurred that

would require adjustments to the disclosures of the consolidated financial statements.

On January 9, 2024, the

Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee

(“Apogee”) , pursuant to which the Apogee loaned an aggregate of $ 50,000

to the Sponsor

and the Sponsor loaned $ 50,000

to the Company.

On January 10, 2024, the

Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which

the lender loaned an aggregate of $ 150,000

to the Sponsor and the Sponsor loaned $ 150,000

to the Company.

On March 5, 2024, the Company entered

into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,00 to support the Company’s

de-SPAC transaction.

The Company has certain obligations under Subscription Agreements, including to issue shares of its Class

A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the

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 9A. Controls and Procedures