PowerUp Acquisition Corp. Files 2023 Annual Report

TL;DR

<b>PowerUp Acquisition Corp. has filed its 2023 10-K report, detailing its financial structure and historical events.</b>

AI Summary

PowerUp Acquisition Corp. (ASBPW) filed a Annual Report (10-K) with the SEC on March 11, 2024. PowerUp Acquisition Corp. filed its 10-K report for the fiscal year ending December 31, 2023. The company's primary business address is 1200 Broadway, Floor 3, New York, NY 10038. The filing includes details on common stock, redeemable warrants, and related party transactions. Key dates mentioned include the IPO on February 23, 2022. The SIC code for the company is Pharmaceutical Preparations [2834].

Why It Matters

For investors and stakeholders tracking PowerUp Acquisition Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of PowerUp Acquisition Corp.'s financial position and operational history for the fiscal year 2023, crucial for investors assessing the company's stability and future prospects. The detailed breakdown of common stock, warrants, and related party information is essential for understanding the company's capital structure and potential dilution factors.

Risk Assessment

Risk Level: low — PowerUp Acquisition Corp. shows low risk based on this filing. The company is a special purpose acquisition company (SPAC) and its primary risk is the lack of operational revenue and the need to complete a business combination, which is typical for its structure.

Analyst Insight

Investors should monitor the company's progress towards a business combination and any related disclosures regarding target companies.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-11 — Filing Date (Date of submission)
• 2022-02-23 — IPO Date (Initial Public Offering date)
• 2834 — SIC Code (Industry classification)

Key Players & Entities

• PowerUp Acquisition Corp. (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 2024-03-11 (date) — Filing date
• 1200 Broadway, Floor 3, New York, NY 10038 (address) — Business address
• 0001493152-24-009602 (filing_id) — Accession number
• 2834 (sic_code) — Standard Industrial Classification
• 03 Life Sciences (organization) — Organization name
• 2022-02-23 (date) — IPO date

FAQ

Risk Factors

• Redeemable Securities [high — financial]: The company's Class A ordinary shares subject to redemption present a significant financial obligation that could impact future liquidity.
• Business Combination [high — operational]: As a special purpose acquisition company, the company's ability to complete a business combination within a specified timeframe is critical for its existence and value.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-11: Filing Date — Date the 10-K report was officially submitted to the SEC.
• 2022-02-23: IPO Date — Date of the company's Initial Public Offering.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and operational overview of PowerUp Acquisition Corp.)

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — able for one Class A ordinary share for $11.50 per share, included as part of the unit
• $294,687,500 — the trust account in which an amount of $294,687,500 ($10.25 per unit) from the net proceeds
• $10.25 — unt in which an amount of $294,687,500 ($10.25 per unit) from the net proceeds of the
• $10.00 — hare. The units were sold at a price of $10.00 per unit, generating gross proceeds to
• $287,500,000 — rating gross proceeds to the Company of $287,500,000. Prior to the closing of our initial pu
• $1.50 — 763,333 warrants at a purchase price of $1.50 per warrant, generating gross proceeds
• $14,645,000 — rating gross proceeds to the Company of $14,645,000. A total of $294,687,500, comprised o
• $1.00 — hare for an aggregate purchase price of $1.00 (the "Sponsor Purchase Price"), payable

Filing Documents

• form10-k.htm (10-K) — 1179KB
• ex10-11.htm (EX-10.11) — 7KB
• ex10-12.htm (EX-10.12) — 107KB
• ex19-1.htm (EX-19.1) — 100KB
• ex21-1.htm (EX-21.1) — 4KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 5KB
• ex32-2.htm (EX-32.2) — 5KB
• ex97-1.htm (EX-97.1) — 34KB
• ex10-11_1.jpg (GRAPHIC) — 315KB
• ex10-11_2.jpg (GRAPHIC) — 363KB
• ex10-11_3.jpg (GRAPHIC) — 383KB
• ex10-11_4.jpg (GRAPHIC) — 349KB
• ex10-11_5.jpg (GRAPHIC) — 379KB
• ex10-11_6.jpg (GRAPHIC) — 367KB
• ex10-11_7.jpg (GRAPHIC) — 70KB
• 0001493152-24-009602.txt (&nbsp;) — 8248KB
• pwup-20231231.xsd (EX-101.SCH) — 40KB
• pwup-20231231_cal.xml (EX-101.CAL) — 32KB
• pwup-20231231_def.xml (EX-101.DEF) — 233KB
• pwup-20231231_lab.xml (EX-101.LAB) — 299KB
• pwup-20231231_pre.xml (EX-101.PRE) — 254KB
• form10-k_htm.xml (XML) — 550KB

Financial Statements and Financial Statement Schedules

Financial Statements and Financial Statement Schedules. 43 Item 16. Form 10-K Summary. 44 2 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to: "amended and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association adopted on February 17, 2022, as amended on or about May 18, 2023; "board of directors" or "board" are to the board of directors of the Company; "Companies Act" are to the Companies Act (2023 Revision) of the Cayman Islands as the same may be amended from time to time; "DWAC System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System; "Equiniti" are to Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) our transfer agent, trustee of our trust account, and warrant agent; "Exchange Act" are to the Securities Exchange Act of 1934, as amended; "Extension Period" are to any extended time that we have to consummate a business combination beyond May 23, 2024 as a result of a shareholder vote to amend our amended and restated memorandum and articles of association; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination; "FINRA" are to the Financial Industry Regulatory Authority; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "GAAP" are to the accounting principles generally accepted in the U

Business

Business Combination Agreement On December 26, 2023, we entered into an Agreement and Plan of Merger with PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), the Sponsor, Visiox Pharmaceuticals, Inc., a Delaware corporation ("Visiox"), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the "Merger Agreement"). Pursuant to the Merger Agreement, among other things, the parties intend 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 shall be exchanged for shares of common stock, par value $0.0001 per share, of the Company (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 the Company (the Merger, Share Exchange, and the other transactions contemplated by the Merger Agreement, together, the "Transaction"). Prior to the closing date of the Transaction, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, we will migrate out of the Cayman Islands and domesticate (the "Domestication") as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding Class A ordinary share and Class B ordinary share shall automatically convert, on a one-for-one basis, into one share of the Company's Class A common stock and one share of the Company's Class B common stock, respectively. Immediately following the Domestication, (i) each share of the Company's Class B common stock shall convert automatically, on a one-for-one basis, into one share of the Company's Class A Common Stock, (ii) the Company's Class A common stock will be reclassified as common stock, and (iii)

View Full Filing

View this 10-K filing on SEC EDGAR