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Item 1. Financial Statements

2024-06-05 compared with 2023-11-08 · 586 added, 379 removed, 453 unchanged (68% of the section changed)

1 unchanged sentence

ACQUISITION CORP.

BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

expenses and other

current assets

Prepaid expenses and other

Total current assets

Prepaid expenses - noncurrent

Investments held in Trust Account

$ 300,182,005

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

held in Trust Account

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accrued expenses

Transfer note – payable

Liability - SPAC loan

current liabilities

Accounts payable and accrued expenses

Due to affiliate

Total current liabilities

Deferred Underwriting fee payable

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 6)

AND CONTINGENCIES (Note 6)

REDEEMABLE ORDINARY SHARES

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 September 30, 2023 and December 31, 2022, respectively

SHAREHOLDER’S DEFICIT

Preference shares;

Class A ordinary shares subject

to possible redemption at redemption value, $ 0.0001 par value, 1,803,729 shares as of March 31, 2024 and December 31, 2023, respectively

SHAREHOLDER’S

$ 0.0001 par value, 5,000,000 shares authorized, none issued or outstanding

2 unchanged sentences

300,000,000 shares authorized;

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

7,187,500 issued or outstanding at March 31, 2024 and December 31, 2023, respectively

(excluding 1,803,729 shares subject to redemption as of March 31, 2024 and December 31, 2023)

Class B ordinary shares;

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50,000,000 shares authorized;

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

Additional paid-in capital

Accumulated deficit

( 10,876,173 )

0 issued and outstanding at March 31, 2024 and December 31, 2023

paid-in capital

( 13,989,708 )

Total shareholders’ deficit

( 11,287,754 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

shareholders’ deficit

( 2,567,806 )

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

TOTAL LIABILITIES,

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

September 30,

OPERATING EXPENSES

CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

General and administrative

Total operating expenses

operating expenses

Other income:

Interest earned on investments held in Trust Account

Total other income

Net (loss) income

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net (loss) 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 these unaudited condensed financial statements.

earned on investments held in Trust Account

expense - debt discount

$ ( 2,467,101 )

Weighted average shares outstanding of Class A ordinary

diluted net (loss) income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary

diluted net income per share, Class B ordinary shares

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

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Ordinary Shares

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2024

Shareholders’

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$ ( 322,105 )

Remeasurement for Class A shares to redemption value

Remeasurement for Class A

shares to redemption value

Face value of convertible

note in excess of fair value

Issuance of subscription shares

( 2,467,101 )

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$ ( 2,567,806 )

Conversion of Class B shares to Class A

( 7,187,500 )

Remeasurement for Class A shares to redemption value

( 2,100,063 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Balance - June 30, 2023

( 10,551,431 )

Remeasurement for Class A shares to redemption value

Balance - September 30, 2023

$ ( 10,876,173 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Ordinary Shares

THE THREE MONTHS ENDED MARCH 31, 2023

Shareholders’

Balance - January

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Proceeds from issuance of Private Placement Warrants to Original Sponsor

Remeasurement for redeemable shares to redemption value

$ ( 9,938,620 )

$ ( 9,937,901 )

( 28,892,740 )

Balance – March 31, 2022

( 9,050,100 )

( 9,049,381 )

Remeasurement for Class A shares to redemption value

Balance - June 30, 2022

( 9,369,333 )

( 9,368,614 )

Balance value

$ ( 9,938,620 )

$ ( 9,937,901 )

Remeasurement for Class A shares to redemption value

Remeasurement for Class A

shares to redemption value

( 3,196,998 )

Net income (loss)

Balance - September 30, 2022

– March 31, 2023

$ ( 10,263,185 )

$ ( 10,262,466 )

Balance value

( 10,263,185 )

( 10,262,466 )

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

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

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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

Interest income on investments held in Trust Account

( 5,552,545 )

( 1,772,399 )

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Due to affiliate

Net cash flows used in operating activities

( 1,372,916 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash deposited to Trust Account

( 294,687,500 )

Cash withdrawn from Trust Account in connection with redemptions

Net cash flows provided by (used) in investing activities

CONSOLIDATED STATEMENTS OF CASH FLOWS

the Three Months Ended

FROM OPERATING ACTIVITIES

(loss) income

$ ( 2,467,101 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from Initial Public Offering net of underwriting fees

Proceeds from sale of private units

Payment of offering costs

Repayment of promissory note - related party

Redemption of ordinary shares

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

income on investments held in Trust Account

( 3,196,998 )

Net cash flows (used in) provided by financing activities

in fair value of convertible note

in operating assets and liabilities:

payable and accrued expenses

cash flows used in operating activities

( 2,259,993 )

NET CHANGE IN CASH

FROM FINANCING ACTIVITIES

from Subscription Liability

from Sponsor note

cash flows provided by financing activities

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

Supplemental disclosure of noncash activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 294,687,500

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

$ ( 10,812,500 )

Deferred underwriting commissions payable charged to additional paid in capital

Remeasurement of Class A ordinary shares to redemption value

Sponsor shares contributed for no redemption of shares

Conversion of Class B shares to Class A

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

disclosure of noncash activities:

Remeasurement

of Class A ordinary shares to redemption value

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

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Acquisition Corp.

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

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” or “PowerUp”) 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”).

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

1 unchanged sentence

emerging growth companies.

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

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.

See Note 6 for further information.

of March 31, 2024, the Company had not commenced any operations.

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

September 30, 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.

March 31, 2024 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 negotiation of the Merger Agreement and actions taken to

advance the business combination with Visiox.

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

The Company generates 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,

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to Class A ordinary

shares included in the Units 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.

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

underwriting fee payable is contingent upon the consummation of a Business Combination by May 23, 2024, subject to the terms of the underwriting

On June 28, 2023, the underwriters of the Initial Public Offering, agreed to waive their entitlements to the deferred underwriting

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

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

the accompanying financial statements (see Note 6).

underwriting fee payable was contingent upon the consummation of a Business Combination, 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”).

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 condensed 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

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

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in January

2024, the Company instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust

Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination

or the Company’s liquidation.

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

38 unchanged sentences

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.

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

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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.

The New Sponsor (as defined below) is 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

8 unchanged sentences

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.

current officers and directors are subject to this same obligation.

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

Extension 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 “2023 Extension Amendment”).

In connection with the approval of the 2023 Extension Amendment, holders of

26,946,271 of the Company’s Class A 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.

the 2023 Extension 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.

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the

6 unchanged sentences

holders in the aggregate amount of $ 632,968 .

the Extraordinary General Meeting, on May 18, 2023, the Company elected to convert their Class B ordinary shares into Class A ordinary

shares of the Company on a one-for-one basis (the “Conversion”).

As a result, 7,187,500 of the Company’s Class B ordinary

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

2023, the Company engaged J.V.B.

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.

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 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 a 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

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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.

May 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extension Meeting”).

2024 Extension 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, 2024 to February 17, 2025 (the “2024 Extension Amendment”).

In connection with the approval of the 2024

Extension Amendment, holders of 1,226,085

of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price of

per share, for an aggregate of approximately $ 13.8

million (See Note 10 for subsequent update on 2024 extension meeting).

the Company is unable to complete a Business Combination by February 17, 2025, 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 $ 10.89 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.

of September 30, 2023, the Company had $ 280 in its

operating bank account, $ 19,640,501

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 a working capital deficit of $ 62,954 .

As of September 30, 2023, $ 5,552,545

of the amount in the Trust Account is represented as Interest earned on investments held in the Trust Account.

a Business Combination by February 17, 2025, or during any additional extension period (the “Combination Period”).

if 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.

underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.

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 $ 11.24 per share held in the Trust

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.

of March 31, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 2,567,806 .

As of March 31, 2024,

the Company had $ 20,136,022 in its trust account to be used for a Business Combination or to repurchase or redeem its Class A ordinary

shares in connection therewith.

As of March 31, 2024, $ 234,853 of the amount in the Trust Account are represented as Interest earned

on investments held in the Trust Account.

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 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

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

At the 2024 Extension Meeting, the Company’s

shareholders approved the 2024 Extension Amendment that served to extend the date by which the Company must consummate its initial Business

Combination to February 17, 2025 (See Note 10 for subsequent extraordinary general meeting on May 22, 2024).

The remaining life of the

Company as of March 31, 2024 is under 12 months.

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

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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 unaudited condensed 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.

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

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q and Article 8 of Regulation S-X of the SEC.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial information and in accordance with the instructions

to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in unaudited condensed

financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the

SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation

of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial

statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial

position, operating results and cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the period ended December 31, 2022, as filed with the SEC on March 21, 2023.

The interim results for the three and nine month periods

ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any

future period.

consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed consolidated or omitted, pursuant to the

rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the

accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report

on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024.

The interim results for the three months

ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future

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

9 unchanged sentences

adopt the new or revised standard.

may make comparison of the Company’s unaudited condensed financial statements with another public company difficult or impossible

may make comparison of the Company’s condensed consolidated financial statements with another public company difficult or impossible

because of the potential differences in accounting standards used.

preparation of unaudited condensed financial statements in conformity with U.S.

preparation of condensed 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 unaudited condensed financial statements.

at the date of the condensed consolidated financial statements.

Making estimates requires management to exercise significant judgment.

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 unaudited condensed financial statements, which management considered in formulating

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 condensed consolidated financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

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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 September 30, 2023 and December 31, 2022.

The Company did no t have any cash equivalents as of March 31, 2024 and December 31, 2023.

Held in Trust Account

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

March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a

bank, and at December 31, 2023, 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

unaudited condensed 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 estimated fair values of investments held in Trust Account are determined using available market

Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities.

Trading securities are

presented on the condensed 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 condensed consolidated statements of operations.

The estimated fair values of investments held in Trust Account

are determined using available market information.

Costs associated with the Initial Public Offering

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which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At September 30, 2023 and December

31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such account.

At March 31, 2024 and December 31,

2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks

on such account.

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 unaudited condensed

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated

balance sheet, primarily due to their short-term nature.

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ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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.

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 September 30, 2023 and December 31, 2022.

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

from its position.

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 March

31, 2024 and December 31, 2023.

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

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of uncertain future events.

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

subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s

unaudited condensed balance sheets.

Accordingly, at March 31, 2024 and December 31, 2023, 1,803,729 ordinary shares subject to possible redemption

are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

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shares are affected by charges against additional paid-in capital and accumulated deficit.

September 30, 2023 and December 31, 2022, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed

March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed 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

value to Public Warrants at issuance

( 5,606,250 )

Redeemable ordinary share issuance costs

ordinary share issuance costs

( 16,098,990 )

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2022

Remeasurement of carrying value to redemption value

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

Remeasurement

of carrying value to redemption value

ordinary shares subject to possible redemption at December 31, 2022

( 284,916,127 )

Remeasurement of carrying value to redemption value

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

Redemption true-up correction

Remeasurement of carrying value to redemption value

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

(Loss) Income per Ordinary Share

ordinary shares subject to possible redemption at December 31, 2023

Remeasurement of carrying

value to redemption value

ordinary shares subject to possible redemption at March 31, 2024

Income (Loss) 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

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

At September 30, 2023, no warrants

At March 31, 2024, no warrants

have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded

from diluted earnings per share for the three and nine month periods ended September 30, 2023 and 2022, because the warrants are contingently

exercisable, and the contingencies have not yet been met.

As a result, diluted (loss) income per ordinary share is the same as basic

(loss) 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 (loss) income per share for each class of ordinary shares.

from diluted earnings per share for the three months ended March 31, 2024 and 2023, because the warrants are contingently exercisable,

and the contingencies have not yet been met.

As a result, diluted income (loss) per ordinary share is the same as basic income (loss)

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 (loss) per share for each class of ordinary shares.

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

For the three months ended

September 30,

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Weighted average shares outstanding

Basic and dilution net (loss) income per share

For the nine months ended

September 30,

Basic and diluted net income per share:

Allocation of net income

Allocation of net (loss) income

the three months ended

Basic and diluted net (loss)

income per share:

Allocation of

net (loss) income

$ ( 2,467,101 )

Weighted average shares outstanding

Basic and dilution net income per share

Basic and dilution net (loss)

income per share

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

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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.

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

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 statement.

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 condensed consolidated

financial statements and disclosures.

INITIAL PUBLIC OFFERING

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

Each Unit consisted of one Class A ordinary share and one-half

of a redeemable warrant (each, a “Public Warrant”).

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The New Sponsor

and the Company’s current officers and directors may be deemed to be subject to this same obligation.

and the Company’s current officers and directors are subject to this same obligation.

RELATED PARTY TRANSACTIONS

February 16, 2021, the Original 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 Original Sponsor surrendered

2,156,250 Class B ordinary shares, so that the Original Sponsor owned an aggregate of 6,468,750 Class B ordinary shares.

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 restated.

Since the underwriters’ exercised their

overallotment option in full upon IPO, none of the Founder Shares were forfeited.

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.

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The Note was subsequently paid off in February

2022 after the IPO and there was no amount outstanding as of September 30, 2023 and December 31, 2022.

2022 after the IPO and there was no amount outstanding as of as of March 31, 2024 and December 31, 2023.

addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New

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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 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 September 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

As of March 31,

2024 and December 31, 2023, $ 450,000 and $ 250,000 in Working Capital Loans were outstanding.

Administrative

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secretarial and administrative services.

For the three months ended September 30, 2023 and 2022, the Company has incurred $ 30,000 of

expenses under this arrangement.

For the nine months ended September 30, 2023 and 2022, the Company has incurred $ 90,000 and $ 70,000 ,

For the three months ended March 31, 2024 and 2023, the Company has incurred $ 30,000 and $ 30,000 ,

respectively, of expenses under this arrangement.

of September 30, 2023 and December 31, 2022, $ 211,937 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

of March 31, 2024 and December 31, 2023, $ 268,939 and $ 238,939 , respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying condensed 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.

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As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the

deferred underwriting discount in the accompanying financial statements.

deferred underwriting discount in the accompanying condensed 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 (the “Purchase Price”) payable at the time of the initial Business Combination.

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

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.

pursuant to which these shareholders agreed not to redeem a portion of their Class A ordinary shares (the “Non-Redeemed Shares”)

solely in connection with the 2023 Extension Meeting, 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.

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 the New Sponsor and 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), 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 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.

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 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 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

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

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

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

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

to the Sponsor and the Sponsor loaned $ 250,000 to the Company.

9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the

Sponsor, and Apogee Pharma Inc.

(“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.

As of March 31, 2024 and

December 31, 2023, there was $ 419,875 and $ 155,848 in borrowings under the agreement, respectively.

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 March 31, 2024, the Sponsor

received an aggregate of $ 419,875 under the Loan and Transfer Agreement of which $ 419,875 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 condensed consolidated balance

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 three months ended

March 31, 2024, the Company recorded $ 183,310 of interest expense related to the amortization of the debt discount.

The remaining balance

of the debt discount as of March 31, 2024 amounted to $ 202,643 .

to ASC 470, the Company recorded the fair value of the loan and transfer liability on the condensed consolidated balance sheets using

the relative fair value method and the related amortization of the debt discount on its condensed 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.

connection with the execution of the Merger Agreement, on 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.

In connection with the execution

of the Merger Agreement, on January 9, 2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and

Apogee Pharma Inc.

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

loaned $ 50,000 to the Company.

The Sponsor Loan accrues interest at 8 % per annum and the SPAC Loan does not accrue interest.

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.

In connection with the execution of the Merger Agreement, on January 10,

2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and Jinal Sheth (“Sheth”), pursuant

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

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;

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 the Company’s post-closing common stock as partial consideration for

the Sponsor entering into the Visiox Convertible Note;

and (c) issue the Sponsor up to 1,000,000 shares of the Company’s post-closing

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, which totaled $ 450,000 as of March 31, 2024.

March 5, 2024, the Company entered into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate

of $ 1,000,000 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 investors.

For the three months ended March 31, 2024, the Company recorded $ 1,786,236 as liability, $ 213,764

as additional paid-in capital and $ 2,000,000 subscription agreement expense at inception of the agreement.

The Company analyzed its Subscription Agreement 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”.

Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the condensed

consolidated balance sheets using the relative fair value method.

The initial fair value of the subscription liability at issuance was

estimated using a Black Scholes and Probability Weighted Expected Return Model.

SHAREHOLDERS’ DEFICIT

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.

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

voting and other rights and preferences as may be determined from time to time by the Board.

At March 31, 2024 and December 31, 2023,

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 September 30, 2023 and December 31, 2022, there were 7,187,500 and no Class A ordinary shares, respectively, issued and outstanding

(excluding 1,803,729 and 28,750,000 Class A ordinary shares subject to possible redemption, respectively).

As of March 31, 2024 and December 31, 2023, there were 7,187,500 Class A ordinary shares issued and outstanding (excluding 1,803,729

Class A ordinary shares subject to possible redemption).

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 September 30, 2023 and December 31,

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

As of March 31, 2024 and December 31, 2023, there were 0 Class B ordinary shares outstanding.

there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert

96 unchanged sentences

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

As of September 30, 2023, the Company had 14,375,000 Public Warrants

As of March 31, 2024, the Company had 14,375,000 Public Warrants

and 9,763,333 Private Warrants outstanding, respectively.

15 unchanged sentences

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

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

All of the Company’s

investments held in the Trust Account are classified as trading securities.

March 31, 2024 the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December

31, 2023, the assets held in the Trust Account were held in treasury funds.

At December 31, 2023 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 September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized

to determine such fair value.

basis at March 31, 2024 and December 31, 2023 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

Unobservable Inputs

held in Trust Account

Subscription Financial Liabilities

Loan and Transfer note payable

Unobservable Inputs

held in Trust Account

$ 299,004,083

As discussed in Note 6, the Company fair values the

Subscription Liabilities is classified and accounted for as a financial liability of which will be measured at fair value on a recurring

basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC

815, or at fair value under the fair value option in ASC 825-10);

The Financial Liabilities are valued under a Probability

Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that

fair values the conversion features within the convertible debt.

The PWERM is a multistep process in which value is estimated based on

the probability-weighted present value of various future outcomes.

The estimated fair value of the Financial Liabilities Component is

determined using Level 3 inputs.

Inherent in the pricing models are assumptions related to expected share-price volatility, expected life

and risk-free interest rate.

The key inputs of the models used to value the Company’s

Subscription Financial Liabilities as of March 31, 2024 were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

Term Remaining

Risk-Free Rate

The change in the fair value of Subscription Agreement

liabilities, measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows:

OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES

Subscription financial liabilities at December 31, 2023

Change in fair value

Subscription financial liabilities at March 31, 2024

discussed in Note 6, the Company fair values the Loan and Transfer note payable is classified and accounted for as a financial liability

of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis

under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable

capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt.

a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated

fair value of the Financial Liabilities Component is determined using Level 3 inputs.

Inherent in the pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

key inputs of the models used to value the Company’s Loan and Transfer note payable as of March 31, 2024 were:

OF LOAN AND TRANSFER NOTE PAYABLE

Term Remaining

Risk-Free Rate

change in the fair value of Loan and Transfer note payable measured using Level 3 inputs, for March 31, 2023 and December 31,

2023 is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Loan and Transfer note payable at December 31, 2023

Change in fair value

Loan and Transfer note payable at March 31, 2024

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited

condensed financial statements were available to be issued and determined that there have been no events that have occurred that would

require adjustments to the disclosures of the unaudited condensed financial statements.

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed

financial statements were issued.

Based upon this review, other than disclosed below or within these financial statements, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

May 9, 2024, the Company entered into four separate Subscription Agreements with the Sponsor, VKSS Capital, LLC (the “Affiliate”),

and the four separate investors (the “Investors”), whereby, to support the Company’s anticipated de-SPAC transaction,

the Investors collectively contributed to Sponsor a total of $ 500,000 and, in turn, the Sponsor loaned $ 500,000 to the Company.

May 22, 2024, the held the 2024 Extension Meeting.

At the 2024 Extension Meeting, the Company’s shareholders were asked to vote

on a proposal to approve, among other things, extending the date by which the Company must consummate an initial business combination

from May 23, 2024 to February 17, 2025.

In connection

with the approval of the 2024 Extension Amendment, holders of 1,226,085 of the Company’s Class A ordinary shares exercised their

right to redeem those shares for cash at an approximate price of $ 11.24 per share, for an aggregate of approximately $ 13.8 million.

connection with the 2024 Extension Meeting, the Company and the Sponsor entered into a non-redemption agreement (the “Non-Redemption

Agreement”) with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem (or to validly

rescind any redemption requests on) 450,000 of the Company’s Class A ordinary shares (the “Non-Redeemed Shares”) in

connection with the 2024 Extension Meeting.

In exchange for the foregoing commitment not to redeem such shares, for the 450,000 Non-Redeemed

Shares, the Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company held by the Sponsor and

75,000 Class A ordinary shares which will be issued to the Sponsor upon the closing of the Company’s initial Business Combination.

The Non-Redemption Agreement increased the amount of funds that remained in the Company’s Trust Account following the 2024 Extension

to the terms of the Merger Agreement, because the conditions to the closing of the proposed initial business combination with Visiox

were not satisfied or waived by May 31, 2024, PowerUp and Visiox each have the right to terminate the Merger Agreement and abandon the

transactions contemplated thereby by providing written notice to the other party.

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

What changed 10-Q

Item 1. Financial Statements