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Item 1. Financial Statements

2024-11-14 compared with 2024-08-16 · 364 added, 353 removed, 676 unchanged (51% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Total current assets

Investments held in Trust Account

Cash and Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

8 unchanged sentences

REDEEMABLE ORDINARY SHARES

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

Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 577,644 and 1,803,729 shares at redemption value of $ 11.43 and $ 11.03 per share on September 30, 2024 and December 31, 2023, respectively

SHAREHOLDERS’ DEFICIT

Preference shares;

3 unchanged sentences

300,000,000 shares authorized;

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)

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

Class B ordinary shares;

1 unchanged sentence

50,000,000 shares authorized;

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

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

Ordinary shares

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For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

OPERATING EXPENSES

2 unchanged sentences

( 3,654,462 )

Other income:

Interest earned on cash and investments held in Trust Account

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

Total other income, net

Net (loss) income

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares

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$ ( 5,897,307 )

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Remeasurement for Class A shares to redemption value

Balance - September 30, 2024

$ ( 15,375,643 )

$ ( 6,511,072 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Ordinary Shares

10 unchanged sentences

( 10,262,466 )

$ ( 10,263,185 )

$ ( 10,262,466 )

Conversion of Class B shares to Class A

9 unchanged sentences

( 10,551,431 )

Remeasurement for Class A shares to redemption value

Net income (loss)

Balance - September 30, 2023

$ ( 10,876,173 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

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

Interest income on investments held in Trust Account

Interest income on cash and investments held in Trust Account

( 5,552,545 )

Change in fair value of convertible note

Change in fair value of Subscription Agreements Loan

Changes in operating assets and liabilities:

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

Due from Sponsor

Due to affiliate

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Remeasurement of Class A ordinary shares to redemption value

Conversion of Class B shares to Class A

Sponsor shares contributed for no redemption of shares

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emerging growth companies.

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.

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

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

The transactions contemplated by the Visiox Merger Agreement were intended to serve

as the Company’s initial Business Combination.

See Note 6 for further information.

June 6, 2024, the parties to the Visiox Merger Agreement entered into an amendment agreement (the “Visiox Amendment Agreement”).

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

from $ 5 million to $ 1.00 .

Additionally, the Visiox 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.

July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Visiox Merger Agreement and abandoned

the transactions contemplated thereby, primarily because the conditions to closing set forth in the Visiox Merger Agreement were not

satisfied or waived by June 30, 2024.

August 26, 2024, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Aspire Merger Agreement”)

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

Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation (“Aspire”).

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

September 5, 2024, and in connection with the due diligence process, the parties entered into an amendment agreement (the “First

Aspire Amendment Agreement”).

The First Aspire Amendment Agreement:

(i) adjusted the merger consideration to be consistent with

the aggregate post-closing ownership percentage of the Aspire stockholders that the parties had anticipated to be reflected in the consummation

of the proposed business combination, (ii) adjusted the size of the pool of available equity in the equity incentive plan for the initial

fiscal year following closing to be consistent with what the parties had anticipated to be reflected in the consummation of the proposed

business combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

October 9, 2024, and in connection with the due diligence process, the parties entered into another amendment agreement (the “Second

Aspire Amendment Agreement”), which provided additional time for the parties to deliver disclosure schedules and conduct due diligence

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

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

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.

September 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 Visiox Merger Agreement, actions

taken until July 19, 2024 to advance the previously anticipated business combination with Visiox, the negotiation of the Aspire Merger

Agreement and actions taken to advance the anticipated business combination with Aspire.

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.

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

Simultaneously

with the closing of the IPO, the Company consummated the sale of 9,138,333

private placement warrants (“Private Placement Warrants”) at a price of $ 1.50

per Private Placement Warrant in a private placement to the Company’s original sponsor, PowerUp Sponsor LLC (the

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

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.

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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

they vote for or against the proposed Business Combination.

Additionally, each

Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for

or against the proposed Business Combination.

Notwithstanding

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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 that the

per share redemption price for the redemption of Public Shares effected on May 18, 2023 should have been approximately $ 10.57 , which

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

The Company made a “true-up” payment

in the amount of approximately $ 0.02 per share to the holders of record as of April 19, 2023 that exercised their right to redeem their

shares for a pro rata portion of the funds in the Trust Account.

On August 18, 2023, the Company made the true-up payment to the applicable

holders in the aggregate amount of $ 632,968 .

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 that the per share redemption price for the redemption of Public

Shares effected on May 18, 2023 should have been approximately $ 10.57 , which was approximately $ 0.02 higher than the approximately $ 10.55

per share previously paid.

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

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

On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of $ 632,968 .

April 13, 2023, the Company engaged J.V.B.

4 unchanged sentences

On July 13, 2023, the Company amended the agreement with CCM.

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.

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

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 Company.

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

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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,

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, dissolve and liquidate, subject in each case to

the requirements of applicable law.

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 Meeting.

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 Combination.

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, 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, dissolve and liquidate, subject in each case to the requirements of applicable

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

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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 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

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 residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.43 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”).

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

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waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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 June 30, 2024, $ 404,765 of the amount in the Trust Account are represented as Interest earned

on investments held in the Trust Account.

of September 30, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 6,511,072 .

As of September

30, 2024, the Company had $ 6,601,357 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 September 30, 2024, $ 481,511 of the amount in the Trust Account are represented as

Interest earned on investments held in the Trust Account.

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.

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.

The remaining life of the Company as of September 30, 2024 is under

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

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the target business to acquire, and structuring, negotiating and consummating an initial Business Combination.

The Company may need to raise

additional capital through loans or additional investments from its New Sponsor, shareholders, officers, directors, or third parties.

The Company may need to

raise additional capital through loans or additional investments from its New Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at

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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 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.

The interim results for the three and nine

months ended September 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

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.

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany balances and transactions have been eliminated in consolidation.

Growth Company

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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 June 30, 2024 and December 31, 2023.

Held in Trust Account

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.

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

and Investment Held in Trust Account

September 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.

Treasury securities.

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 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.

The estimated fair values of investments held in Trust Account

are determined using available market information.

The 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 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.

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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Offering costs amounted

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.

This amount was charged to shareholders’ deficit upon the completion of the

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.

This amount was charged to shareholders’ deficit upon the completion of the IPO.

Concentration

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

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

At September 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 account.

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 June

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

30, 2024 and December 31, 2023.

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of uncertain future events.

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

Accordingly, at September 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.

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

June 30, 2024, the redeemable ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet is

reconciled in the following table:

September 30, 2024, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed consolidated

balance sheet is reconciled in the following table:

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

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( 13,781,323 )

Redeemable ordinary shares subject to possible redemption at June 30, 2024

Redeemable ordinary shares subject to possible redemption at September 30, 2024

Income (Loss) per Ordinary Share

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

basic and diluted net income (loss) per share for each class of ordinary shares.

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 September 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 nine months ended September 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 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

June 30, 2024

September 30, 2024

For the three months ended

June 30, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

September 30, 2023

Basic and diluted net loss per share:

Allocation of net loss

$ ( 537,019 )

Weighted average shares outstanding

Basic and dilution net (loss) income per share

For the six months ended

June 30, 2024

June 30, 2023

Basic and dilution net loss per share

For the nine months ended

September 30, 2024

September 30, 2023

Basic and diluted net (loss) income per share:

61 unchanged sentences

for cash, securities or other property.

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.

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

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held

outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

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.

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

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

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.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

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 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.

As of September 30, 2024 and December

31, 2023, $ 449,214 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 September 30, 2024 and December 31, 2023, there was $ 250,000 and $ 155,848 in borrowings under the agreement, respectively.

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 September 30, 2024 and December 31, 2023 amounted to $ 0 and $ 143,464 , respectively.

During the three and nine months ended September

30, 2024, the Company recorded $ 0 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.

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

September 30, 2024 and December 31, 2023, there was $ 199,214 and $ 0 , 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.

remaining balance of the debt discount as of September 30, 2024 and December 31, 2023 amounted to $ 12,930 and $ 0 , respectively.

the three and nine months ended September 30, 2024, the Company recorded $ 8,496 and $ 170,071 , respectively, of interest expense related

to the amortization of the debt discount.

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.

Return Model (“PWERM”).

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”).

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

At September 30, 2024, approximately $ 500,000 was funded on the May Loan.

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

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

Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business

Combination and the Company’s liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $ 10,000 for office space,

secretarial and administrative services.

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

Combination and the Company’s liquidation, to pay an affiliate of the New Sponsor a monthly fee of $ 10,000 for office space, secretarial

and administrative services.

For the three and nine months ended September 30, 2024 and 2023, respectively, the Company has incurred

$ 30,000 and $ 90,000 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’

of September 30, 2024 and December 31, 2023, $ 328,939 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

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closing of the Business Combination ($ 750,000 in the aggregate).

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.

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

9 unchanged sentences

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

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.

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 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 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

5 unchanged sentences

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.

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 Topic

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 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.

Consideration

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.

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 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).

Agreement with Visiox

December 26, 2023, the Company entered into the Visiox Merger Agreement with PowerUp Merger Sub Inc., the New Sponsor, Visiox, and Ryan

Bleeks, in the capacity as the seller representative.

Pursuant to the Visiox Merger Agreement, among other things, the parties intended

to effect the merger of PowerUp Merger Sub Inc.

with and into Visiox, with Visiox continuing as the surviving entity (the “Visiox

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 “Visiox Share Exchange”) subject to the conditions set forth in the Visiox Merger Agreement, with Visiox

surviving the Visiox 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 Visiox 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.

Agreement with Visiox

June 6, 2024, the parties to the Visiox Merger Agreement entered into the Amendment Agreement.

The Amendment Agreement extended the Outside

Date (as defined in the Visiox 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 Visiox 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.

of Merger with Visiox

July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Visiox Merger Agreement and abandoned

the transactions contemplated thereby, primarily because the conditions to closing set forth in the Visiox Merger Agreement were not

satisfied or waived by June 30, 2024.

Agreement with Aspire

August 26, 2024, the Company entered into the Aspire Merger Agreement with Merger Sub, the New Sponsor, Stephen Quesenberry, in the capacity

as the seller, and Aspire.

The transactions contemplated by the Aspire Merger Agreement are intended to serve as the Company’s

initial Business Combination.

Agreements with Aspire

September 5, 2024, and in connection with the due diligence process, the parties entered into the First Aspire Amendment Agreement.

First Aspire Amendment Agreement:

(i) adjusted the Merger Consideration (as defined in the Aspire Merger Agreement) to be consistent

with the aggregate post-closing ownership percentage of the Aspire stockholders that the parties had anticipated to be reflected in the

consummation of the proposed business combination, (ii) adjusted the size of the pool of available equity in the equity incentive plan

for the initial fiscal year following closing to be consistent with what the parties had anticipated to be reflected in the consummation

of the proposed business combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct

due diligence reviews.

October 9, 2024, and in connection with the due diligence process, the parties entered into the Second Aspire Amendment Agreement, which

provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

SHAREHOLDERS’ DEFICIT

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

At June 30, 2024 and December 31, 2023,

At September 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 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).

As of September 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 September 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 June 30, 2024 and December 31, 2023, there were 0 Class B ordinary shares outstanding.

As of September 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

104 unchanged sentences

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

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

September 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 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.

basis at September 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

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Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

June 30, 2024

Investment held in Trust Account

September 30, 2024

Cash and Investment held in Trust Account

Subscription Agreement loan

3 unchanged sentences

Significant Other

Active Markets

Observable Inputs

2 unchanged sentences

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).

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

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OF SUBSCRIPTION FINANCIAL LIABILITIES

September 30,

Term Remaining

Risk-Free Rate

5.33 % - 5.48 %

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

3 unchanged sentences

Change in fair value

Subscription Agreement loans at June 30, 2024

Subscription Agreement loans at September 30, 2024

Financial Liabilities - SPAC loans

2 unchanged sentences

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 notes payable as of June 30, 2024 were:

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

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.

There were no draws for the three months ended September 30, 2024;

therefore, no valuation was required.

key inputs of the models used to value the Company’s Loan and Transfer notes payable as of March 31, 2024 and June 30,

OF LOAN AND TRANSFER NOTE PAYABLE

1 unchanged sentence

Risk-Free Rate

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:

Term Remaining

Risk-Free Rate

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs, for September 30, 2024 and December 31, 2023

is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

1 unchanged sentence

Change in fair value

Loan and Transfer notes payable at June 30, 2024

Loan and Transfer notes payable at September 30, 2024

SUBSEQUENT EVENTS

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.

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.

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

condensed consolidated financial statements were issued.

Based upon this review, other than disclosed below, the Company did not

identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial

October 2, 2024, the Company entered into a Promissory Note Fee Agreement with New Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, the Company and New Sponsor agreed that New Sponsor took a significant risk on behalf

of the Company by loaning $ 2,000,000 to Visiox via a convertible promissory note (the “Visiox Promissory Note”).

terms of the Visiox Merger Agreement, the New Sponsor was owed a $ 2,000,000 fee upon the successful closing of the business combination

between the Company and Visiox as consideration for the significant risk taken by New Sponsor in entering into the Visiox Promissory

Note (the “Original Promissory Note Fee”).

The Company and New Sponsor agreed that New Sponsor should be compensated for

that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the Visiox

Merger Agreement.

As consideration for the foregoing, the Company agreed to pay New Sponsor a modified promissory note fee of $ 1,000,000

(the “Modified Promissory Note Fee”) upon the successful closing of a business combination between the Company and Aspire.

October 9, 2024, and in connection with the due diligence process, the parties entered into the Second Aspire Amendment

Agreement which provided additional time for the parties to deliver disclosure schedules and conduct due diligence

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