Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered
Sales of Equity Securities
None.
Use
of Proceeds
On
February 23, 2022, we consummated our IPO of 28,750,000 Units. Each Unit consisted of one Class A ordinary share of the Company, par
value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds
to the Company of $287,500,000.
Additionally,
on February 23, 2022, we consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s
election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of
$37,500,000. Simultaneously with the exercise of the overallotment, we consummated the private placement of an additional 625,000 Private
Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.
A
total of $294,687,500 ($10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement
Warrants was placed in the Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or
in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the Trust Account.
Issuer
Purchases of Equity Securities
None.
26
Table of Contents
ITEM
6. EXHIBITS
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
No.
Description
2.1
Amendment Agreement, dated June 6, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on June 7, 2024).
10.1
Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to Amendment No. 1 to the Form S-4 filed by PowerUp Acquisition Corp. on May 14, 2024) .
10.2
Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 22, 2024).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline
XBRL Instance Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)
*Filed
herewith.
**Furnished
herewith.
27
Table of Contents
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
POWERUP
ACQUISITION CORP.
Date:
August 16, 2024
By:
/s/
Surendra Ajjarapu
Name:
Surendra
Ajjarapu
Title:
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 16, 2024
By:
/s/
Howard Doss
Name:
Howard
Doss
Title:
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.