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Item 1. Financial Statements

2024-08-16 compared with 2024-06-05 · 423 added, 433 removed, 606 unchanged (59% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

expenses and other

June 30, 2024

December 31, 2023

CURRENT ASSETS

held in Trust Account

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accrued expenses

Transfer note – payable

Liability - SPAC loan

Prepaid expenses and other

Due from Sponsor

Total current assets

Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

AND CONTINGENCIES (Note 6)

Accounts payable and accrued expenses

Loan and Transfer notes payable

Subscription Agreement loan

Due to affiliate

Total current liabilities

TOTAL LIABILITIES

COMMITMENTS 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 shares as of March 31, 2024 and December 31, 2023, respectively

SHAREHOLDER’S

Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 577,644 and 1,803,729 shares, respectively, as of June 30, 2024 and December 31, 2023

SHAREHOLDER’S DEFICIT

Preference shares;

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

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300,000,000 shares authorized;

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)

7,187,500 issued or outstanding at June 30, 2024 and December 31, 2023, respectively (excluding 577,644 and 1,803,729 shares, respectively, subject to redemption as of June 30, 2024 and December 31, 2023)

Class B ordinary shares;

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50,000,000 shares authorized;

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

paid-in capital

0 issued and outstanding at June 30, 2024 and December 31, 2023

Ordinary shares

Additional paid-in capital

Accumulated deficit

( 14,761,878 )

( 11,287,754 )

shareholders’ deficit

Total shareholders’ deficit

( 5.897.307 )

TOTAL LIABILITIES,

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

General and administrative

For the Three Months Ended

For the Six Months Ended

OPERATING EXPENSES

Other income:

earned on investments held in Trust Account

expense - debt discount

General and administrative expenses

Total operating expenses

( 3,023,690 )

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

Other income (expense):

Interest earned on investments held in Trust Account

Other (expense)

Change in fair value of convertible note

Total other (expense) income, net

Net (loss) income

$ ( 602,258 )

$ ( 3,069,359 )

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 consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2024

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Ordinary Shares

Shareholders’

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$ ( 322,105 )

Remeasurement for Class A

shares to redemption value

Face value of convertible

note in excess of fair value

Remeasurement for Class A shares to redemption value

Face value of convertible note in excess of fair value

Issuance of subscription shares

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$ ( 2,567,806 )

THE THREE MONTHS ENDED MARCH 31, 2023

Remeasurement for Class A shares to redemption value

Face value of convertible note in excess of fair value

Issuance of subscription shares

( 2,584,298 )

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Balance - June 30, 2024

$ ( 14,761,878 )

$ ( 5,897,307 )

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary Shares

Shareholders’

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$ ( 9,937,901 )

Balance value

Remeasurement for Class A shares to redemption value

( 3,196,998 )

Remeasurement for Class A

shares to redemption value

Balance – March 31, 2023

$ ( 10,263,185 )

$ ( 10,262,466 )

– March 31, 2023

$ ( 10,263,185 )

$ ( 10,262,466 )

Balance value

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 )

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

the Three Months Ended

FROM OPERATING ACTIVITIES

(loss) income

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income

$ ( 3,069,359 )

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

income on investments held in Trust Account

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

Interest income on investments held in Trust Account

( 5,297,061 )

in fair value of convertible note

in operating assets and liabilities:

payable and accrued expenses

cash flows used in operating activities

Change in fair value of convertible note

Changes in operating assets and liabilities:

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

Due to affiliate

Net cash flows used in operating activities

( 2,852,308 )

FROM FINANCING ACTIVITIES

from Subscription Liability

from Sponsor note

cash flows provided by financing activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account in connection with redemptions

Net cash flows provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from Subscription Agreement loan

Proceeds from Loan and Transfer Payable

Redemption of ordinary shares

( 13,781,323 )

( 284,283,159 )

Net cash flows used in financing activities

( 10,929,015 )

( 284,283,159 )

NET CHANGE IN CASH

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

disclosure of noncash activities:

Remeasurement

of Class A ordinary shares to redemption value

Supplemental disclosure of noncash activities:

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

$ ( 10,812,500 )

Remeasurement of Class A ordinary shares to redemption value

Sponsor shares contributed for no redemption of shares

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

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Acquisition Corp.

(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”).

(the “Company” or “PowerUp”) was incorporated as a Cayman Islands exempted company on February

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.

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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.

See Note 6 for further information.

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

December 26, 2023, the Company entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger

Agreement”) with PowerUp Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”), Ryan Bleeks, in the

capacity as the seller representative, and Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”).

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

Note 6 for further information.

On June 6, 2024, the parties to the Merger Agreement

entered into an amendment agreement (the “Amendment Agreement”).

The Amendment Agreement extended the Outside Date (as defined

in the Merger Agreement) from May 31, 2024 to June 30, 2024, increased the Company’s indebtedness cap from $ 1 million to $ 2 million,

eliminated the requirement that the Company have net tangible assets of at least $ 5,000,001 at the time of the closing, and reduced the

Minimum Cash Condition (as defined in the Merger Agreement) from $ 5 million to $ 1.00 .

Additionally, the Amendment Agreement added three new covenants, which required Visiox to (i) use its best commercial efforts to complete all labeling and compliance requirements necessary to distribute its current product inventory to the extent reasonably acceptable to Visiox no later than June 30, 2024, (ii) raise capital in an amount no less than $500,000 on terms reasonably acceptable to the Company on or before June 30, 2024, and (iii) from May 30, 2024 until immediately following the closing, not make any expenditures in excess of $1,000 without the express approval of the Company, with the exception of ordinary payroll processing.

On July 19, 2024, the Company delivered written notice to Visiox of its

election to terminate the Merger Agreement and abandoned the transactions contemplated thereby, primarily because the conditions to closing

set forth in the Merger Agreement were not satisfied or waived by June 30, 2024.

of June 30, 2024, the Company had not commenced any operations.

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

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 ,

June 30, 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 until July 19, 2024 to advance the previously anticipated 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, 2022.

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.

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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.

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” and, together with the New Sponsor, the “Sponsors”) generating gross proceeds of $ 13,707,500

which is described in Note 4.

Simultaneously

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during or after the IPO in favor of the Business Combination.

The New Sponsor (as defined below) is subject to this same obligation.

The New Sponsor 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

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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”).

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.

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

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC 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.

was approximately $ 0.02 higher than the approximately $ 10.55 per share previously paid.

The Company made a “true-up” payment

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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.

As a result of the amendment, the Company will issue to CCM 80,000 Class A ordinary

shares of the Company, which are 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), each then

serving director tendered their resignations as members of the board of directors of the Company (the “Board”), each

then serving executive officer resigned from their positions as officers of the Company, and new persons were appointed to serve as officers and directors of the

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

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 $ 11.24 per share, for an aggregate of approximately $ 13.8 million.

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

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 “2024 Non-Redeemed Shares”) in connection with the 2024 Extension

In exchange for the commitment not to redeem the 450,000

Non-Redeemed Shares, the New Sponsor has agreed to transfer to such shareholder 75,000

Class A ordinary shares of the Company held by the New Sponsor and 75,000

Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s initial Business

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

following the 2024 Extension Meeting.

the Company is unable to complete a Business Combination by February 17, 2025, and in the absence of the Company’s shareholders approving an additional

extension to the Company’s term, 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,

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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 remaining shareholders and the Company’s Board, dissolve and liquidate, subject in each case to

the requirements of applicable law.

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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

the residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.63 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

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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,

of June 30, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 5,897,306 .

As of June 30, 2024,

the Company had $ 6,524,611 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

As of June 30, 2024, $ 404,765 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 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

Company initially had 15 months from the closing of the IPO to consummate an initial Business Combination.

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).

The remaining life of the Company as of June 30, 2024 is under 12 months.

the consummation of a Business Combination, the Company will be using any 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 target business to acquire, and structuring, negotiating and consummating an initial Business Combination.

The Company may need to raise

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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

The interim results for the three and six

months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for

any future period.

of Consolidation

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adopt the new or revised standard.

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

may make the 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.

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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 March 31, 2024 and December 31, 2023.

The Company did no t have any cash equivalents as of June 30, 2024 and December 31, 2023.

Held in Trust Account

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

June 30, 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.

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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

the change in the 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.

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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

to $ 16,418,580 as a result of the IPO consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting

fees payable, and $ 606,080 of other offering costs.

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

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.

At June 30, 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

Value of Financial Instruments

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tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June

30, 2024 and December 31, 2023.

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The Company’s

Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

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

Accordingly, at June 30, 2024 and December 31, 2023, 577,644 and 1,803,729 ordinary shares subject to possible

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

condensed consolidated balance sheets.

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.

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:

June 30, 2024, 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

$ 287,500,000

value to Public Warrants at issuance

( 5,606,250 )

ordinary share issuance costs

( 16,098,990 )

Remeasurement

of carrying value to redemption value

ordinary shares subject to possible redemption at December 31, 2022

( 284,916,127 )

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

Remeasurement of carrying value to redemption value

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

( 13,781,323 )

Redeemable ordinary shares subject to possible redemption at June 30, 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

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 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 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.

Company has two classes of shares, which are referred to as Class A ordinary shares (as defined above, the “Public

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

Public Shares at $ 11.50

per share were issued on February 23, 2022.

At June 30, 2024, no warrants have been exercised.

The 24,138,333

Public Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per

share for the three and six months ended June 30, 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

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

the three months ended

Basic and diluted net (loss)

income per share:

Allocation of

net (loss) income

For the three months ended

June 30, 2024

For the three months ended

June 30, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 602,258 )

Weighted average shares outstanding

Basic and dilution net (loss)

income per share

Basic and dilution net (loss) income per share

For the six months ended

June 30, 2024

June 30, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 3,069,359 )

Weighted average shares outstanding

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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for cash, securities or other property.

August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) purchased from the Original

August 18, 2023, 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 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

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

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The warrants would be identical to the Private Placement Warrants.

As of March 31,

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

As of June 30,

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

December 21, 2023, the Company entered into a Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC

(“SSVK”), pursuant to which SSVK loaned an aggregate of $ 250,000

to the New Sponsor, and, in turn, the New Sponsor loaned $ 250,000

to the Company.

As of June 30, 2024 and December 31, 2023, there was $ 250,000

and $ 155,848

in borrowings under the agreement, respectively.

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.

The remaining balance of the debt discount as of June 30, 2024 and December 31, 2023 amounted to $ 0

and $ 143,464 ,

respectively.

During the three and six months ended June 30, 2024, the Company recorded $ 88,644

and $ 229,919 ,

respectively, of interest expense related to the amortization of the debt discount.

January 9, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Apogee Pharma

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

to the New Sponsor, and, in turn, the New Sponsor loaned the $ 50,000

to the Company.

January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”),

pursuant to which Sheth loaned an aggregate of $ 150,000

to the New Sponsor and the New Sponsor loaned

to the Company.

As of June 30, 2024 and December

31, 2023, there was $ 199,214

respectively, in aggregate borrowings under the Loan and Transfer Agreements with Apogee and Sheth.

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.

The remaining balance of the debt discount as of June 30, 2024 and December

31, 2023 amounted to $ 21,426

respectively.

During the three and six months ended June 30, 2024, the Company recorded $ 119,540

and $ 161,575 ,

respectively, of interest expense related to the amortization of the debt discount.

Pursuant 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 (“PWERM”).

On March 5, 2024, the Company entered into four separate

Subscription Agreements (each, a “First Subscription Agreement”) with the New Sponsor, Visiox, VKSS Capital, LLC, an affiliate

of, and an entity under common control with, the New Sponsor (the “Affiliate”), and four separate investors (each, an “Investor”),

whereby the Investors collectively contributed to New Sponsor a total of $ 1,000,000 (the “First Contribution”).

The New Sponsor

utilized the First Contribution to support the Company’s previously anticipated business combination with Visiox by funding certain

obligations to Visiox pursuant to the Secured Convertible Promissory Note, dated December 1, 2023, issued by Visiox to the New Sponsor

(the “Visiox Convertible Note”) (together, all loans and advances, the “March Loan”).

On May 9, 2024, the Company entered into four

separate Subscription Agreements (each, a “Second Subscription Agreement”) with the New Sponsor, the Affiliate, and the

four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of $ 500,000

(the “Second Contribution”) and, in turn, the New Sponsor loaned $ 500,000

to the Company (the “May Loan”).

At June 30, 2024, approximately $ 200,000 was funded on the May Loan.

The Company analyzed its First Subscription Agreements

and Second Subscription 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”.

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.

Administrative

2 unchanged sentences

secretarial and administrative services.

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 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

For the three and six months ended June 30, 2024 and 2023, respectively, the Company has incurred

$ 30,000 and $ 60,000 of expenses under this arrangement.

of June 30, 2024 and December 31, 2023, $ 298,939 and $ 238,939 , respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying condensed consolidated balance sheets 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.

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

COMMITMENTS AND CONTINGENCIES

12 unchanged sentences

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.

In addition, the underwriters were originally entitled to a deferred underwriting commission of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO.

The total deferred fee was $ 10,812,500 consisting

8 unchanged sentences

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 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.

Original Sponsor entered into non-redemption agreements (the “2023 Non-redemption Agreements”) with various shareholders

of the Company (the “2023 Non-Redeeming Shareholders”), pursuant to which these shareholders agreed not to redeem a

portion of their Class A ordinary shares (the “2023 Non-Redeemed Shares”) solely in connection with the 2023 Extension

Meeting, but such shareholders retained their right to require the Company to redeem such 2023 Non-Redeemed Shares in connection

with the closing of an initial Business Combination.

The Original Sponsor agreed to transfer to such 2023 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.

Company estimated the aggregate fair value of such 750,000

Founder Shares transferrable to the 2023 Non-Redeeming Shareholders pursuant to the non-redemption agreements to be $ 118,298

or approximately $ 0.15

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 2023 Non-Redeeming Shareholder acquired from the Original

Sponsor an indirect economic interest in such Founder Shares.

Company and the New Sponsor entered into the 2024 Non-Redemption Agreement with an unaffiliated third-party shareholder (the “2024

Non-Redeeming Shareholder”) in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption requests

on) 450,000 2024 Non-Redeemed Shares in connection with the 2024 Extension Meeting.

In exchange for the commitment not to redeem the

450,000 2024 Non-Redeemed Shares, the New Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company

held by the New Sponsor and 75,000 Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s

initial Business Combination.

The Company estimated the aggregate fair value of such 150,000

Founder Shares transferrable to the 2024 Non-Redeeming

Shareholder pursuant to the non-redemption agreements to be $ 784,302 .

The fair value was determined using the probability of a successful Business Combination of 50 %,

a discount for lack or marketability of 5.16 %,

and the average value per shares as of the valuation date of $ 11.81

derived from an option pricing model for publicly

traded warrants.

The 2024 Non-Redeeming Shareholder acquired from the New Sponsor an indirect economic interest in such Founder Shares.

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

Accordingly, in substance, it was recognized by the Company as a capital contribution by the New Sponsor to induce these

2023 Non-Redeeming Shareholders and 2024 Non-Redeeming Shareholder not to redeem the 2023 Non-Redeemed Shares and 2024 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

13 unchanged sentences

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

December 26, 2023, the Company entered into the Merger Agreement with Merger Sub, the New Sponsor, Visiox, and Ryan Bleeks, in the

capacity as the seller representative.

Pursuant to the Merger Agreement, among other things, the parties intended to 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 were to be exchanged for shares of common stock 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 was to migrate out of

the Cayman Islands and domesticate 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

consideration for the Merger, the holders of Visiox’s securities collectively were to 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.

4 unchanged sentences

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.

addition, holders of Visiox’s securities and the New Sponsor also had the contingent right to receive from the Company, in

the aggregate, an additional 6,000,000

shares of Company Common Stock subject to various milestones set forth in the Merger Agreement.

Amendment Agreement

On June 6, 2024, the parties to the Merger Agreement

entered into the Amendment Agreement.

The Amendment Agreement extended the Outside Date (as defined in the Merger Agreement) from May

31, 2024 to June 30, 2024, increased the Company’s indebtedness cap from $ 1 million to $ 2 million, eliminated the requirement that

the Company have net tangible assets of at least $ 5,000,001 at the time of the closing, and reduced the Minimum Cash Condition (as defined

in the Merger Agreement) from $ 5 million to $ 1.00 .

Termination of Merger

On July 19, 2024, the Company

delivered written notice to Visiox of its election to terminate the Merger Agreement and abandoned the transactions contemplated thereby,

primarily because the conditions to closing set forth in the Merger Agreement were not satisfied or waived by June 30, 2024.

The Company intends to continue evaluating other possible business combination

targets, though there can be no assurance these evaluations or efforts will result in a business combination transaction (See Note 10

Subsequent Event).

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

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,

At June 30, 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 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).

As of June 30, 2024 and December 31, 2023, there were 7,187,500 Class A ordinary shares issued and outstanding (excluding 577,644 and

1,803,729 Class A ordinary shares subject to possible redemption, respectively, as of June 30, 2024 and December 31, 2023).

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.

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

As of June 30, 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

88 unchanged sentences

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

Exercise Price

Redemption Trigger Price

Risk Free Rate

Dividend Yield

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

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

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

FAIR VALUE MEASUREMENTS

14 unchanged sentences

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

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

June 30, 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.

2 unchanged sentences

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

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.

basis at June 30, 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

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

held in Trust Account

Subscription Financial Liabilities

Loan and Transfer note payable

June 30, 2024

Investment held in Trust Account

Subscription Agreement loan

Loan and Transfer notes payable

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

held in Trust Account

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:

December 31, 2023

Investment held in Trust Account

discussed in Note 6, the fair values of the subscription liabilities related to advances made to, or on behalf of the Company under

such agreements, are 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 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.

key inputs of the models used to value the Company’s Subscription Agreement loan were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

1 unchanged sentence

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

5.33 % - 5.48 %

change in the fair value of Subscription Agreement loans measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF FINANCIAL LIABILITIES

Initial Subscription Agreement loans at March 5, 2024

Initial Financial Liabilities – SPAC loans

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

Subscription Agreement loans at June 30, 2024

Financial Liabilities – SPAC loans

discussed in Note 5, the Company fair values the Loan and Transfer notes payable are 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

7 unchanged sentences

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:

key inputs of the models used to value the Company’s Loan and Transfer notes payable as of June 30, 2024 were:

OF LOAN AND TRANSFER NOTE PAYABLE

1 unchanged sentence

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:

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs, for June 30, 2024 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

Loan and Transfer notes payable at December 31, 2023

Change in fair value

Loan and Transfer note payable at March 31, 2024

Loan and Transfer notes payable at June 30, 2024

SUBSEQUENT EVENTS

3 unchanged sentences

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.

July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Merger Agreement and abandoned the transactions contemplated thereby, primarily because the conditions to closing set forth in the Merger Agreement were not satisfied or waived by June 30, 2024.

The termination of the Merger Agreement shall have the effects

set forth therein.

Company intends to continue evaluating other possible business combination targets, though there can be no assurance these evaluations

or efforts will result in a business combination transaction.

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