PowerUp Acquisition Corp. Files Q2 2024 10-Q

TL;DR

**PWUP Q2 10-Q filed. Status update for investors.**

AI Summary

PowerUp Acquisition Corp. filed its 10-Q for the period ending June 30, 2024. The company, formerly known as PowsedrUp Acquisition Corp., is involved in the pharmaceutical preparations sector. Its business address is 1200 Broadway, Floor 3, New York, NY 10038.

Why It Matters

This filing provides an update on PowerUp Acquisition Corp.'s financial performance and operational status for the second quarter of 2024, which is crucial for investors and stakeholders to assess the company's trajectory.

Risk Assessment

Risk Level: low — The filing is a routine quarterly report and does not contain immediate, significant negative news.

Key Numbers

• 20240630 — Period End Date (The end of the reporting quarter)
• 2023-12-31 — Prior Year End Date (For comparative financial analysis)

Key Players & Entities

• PowerUp Acquisition Corp. (company) — Filer of the 10-Q
• PowsedrUp Acquisition Corp. (company) — Former name of the filer
• 20240630 (date) — End of the reporting period
• 1200 Broadway, Floor 3, New York, NY 10038 (location) — Business and mailing address

FAQ

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
• $500,000 — raise capital in an amount no less than $500,000 on terms reasonably acceptable to the C
• $1,000 — not make any expenditures in excess of $1,000 without the express approval of the Com

Filing Documents

• form10-q.htm (10-Q) — 781KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 17KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• 0001493152-24-032815.txt ( ) — 4601KB
• pwup-20240630.xsd (EX-101.SCH) — 43KB
• pwup-20240630_cal.xml (EX-101.CAL) — 31KB
• pwup-20240630_def.xml (EX-101.DEF) — 229KB
• pwup-20240630_lab.xml (EX-101.LAB) — 300KB
• pwup-20240630_pre.xml (EX-101.PRE) — 252KB
• form10-q_htm.xml (XML) — 631KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 25 Item 4. Control and Procedures 25

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1A.

Risk Factors

Risk Factors 26 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 26 Item 6. Exhibits 27

SIGNATURES

SIGNATURES 28 i Table of Contents PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS POWERUP ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2024 December 31, 2023 (Unaudited) ASSETS CURRENT ASSETS Prepaid expenses and other $ 43,052 $ 81,223 Due from Sponsor 299,921 - Total current assets 342,973 81,223 Investments held in Trust Account 6,524,611 19,901,169 TOTAL ASSETS $ 6,867,584 $ 19,982,392 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 584,078 152,005 Loan and Transfer notes payable 427,788 12,384 Subscription Agreement loan 4,929,475 — Due to affiliate 298,939 238,939 Total current liabilities 6,240,280 403,328 TOTAL LIABILITIES 6,240,280 403,328 COMMITMENTS AND CONTINGENCIES (Note 6) - - 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 6,524,611 19,901,169 SHAREHOLDER'S DEFICIT Preference shares; $ 0.0001 par value, 5,000,000 shares authorized, none issued or outstanding — — Class A ordinary shares; $ 0.0001 par value; 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) 719 719 Class B ordinary shares; $ 0.0001 par value; 50,000,000 shares authorized; 0 issued and outstanding at June 30, 2024 and December 31, 2023 — — Ordinary shares — — Additional paid-in capital 8,863,852 10,964,930 Accumulated deficit ( 14,761,878 ) ( 11,287,754 ) Total shareholders' deficit ( 5.897.307 ) ( 322,105 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT $ 6,867,584 $ 19,982,392 The accompanying note

financial statements (see Note 6)

financial statements (see Note 6). Following the closing of the IPO, $ 294,687,500 ($ 10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement Warrants was placed in a trust account ("Trust Account") and 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, as described below. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in January 2024, the Company instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination or the Company's liquidation. The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time it enters into a definitive agre

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