PowerUp Acquisition Corp. Signs Material Definitive Agreement

TL;DR

PowerUp Acquisition Corp. signed a big deal on 8/26. Details TBD.

AI Summary

PowerUp Acquisition Corp. entered into a material definitive agreement on August 26, 2024. The filing does not specify the other party or the nature of the agreement, but it is classified under "Entry into a Material Definitive Agreement" and "Financial Statements and Exhibits."

Why It Matters

This filing indicates a significant development for PowerUp Acquisition Corp., suggesting a potential merger, acquisition, or other material contract that could impact its future business operations and shareholder value.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty, making it difficult to assess the immediate risks and opportunities.

Key Players & Entities

• PowerUp Acquisition Corp. (company) — Registrant
• August 26, 2024 (date) — Date of earliest event reported

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
• $316.8 million — ") with an aggregate value equal to (a) $316.8 million less (b) the amount by which Aspire's c
• $0.00 — ncured; (iv) Aspire having no less than $0.00 of available cash, after giving effect

Filing Documents

• form8-k.htm (8-K) — 98KB
• ex2-1.htm (EX-2.1) — 845KB
• 0001493152-24-034646.txt ( ) — 1322KB
• pwup-20240826.xsd (EX-101.SCH) — 4KB
• pwup-20240826_def.xml (EX-101.DEF) — 27KB
• pwup-20240826_lab.xml (EX-101.LAB) — 38KB
• pwup-20240826_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 8KB

Business

Business Combination Agreement This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary and description of the Business Combination Agreement is not complete and is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Shareholders of PowerUp Acquisition Corp. and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement. The Business Combination On August 26, 2024, PowerUp Acquisition Corp., a Cayman Islands exempted company ("PowerUp"), entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of PowerUp ("Merger Sub"), SRIRAMA Associates, LLC, a Delaware limited liability company (the "Sponsor"), Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to the Effective Time (the "Seller Representative"), and Aspire Biopharma, Inc., a Puerto Rico corporation ("Aspire") (as may be amended and/or restated from time to time, the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, among other things, the parties will effect the merger of Merger Sub with and into Aspire (together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Aspire continuing as the surviving entity and a wholly owned subsidiary of PowerUp. Prior to the Closing Date, and subject to the satisfaction or waiver of the closing conditions contained in the Business Combination Agreement, PowerUp will migrate out of the C

Business

Business Combination Consideration As consideration for the Business Combination, at Closing, Aspire's stockholders shall collectively be entitled to receive, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of the combined company's common stock ("New Aspire Common Stock") with an aggregate value equal to (a) $316.8 million less (b) the amount by which Aspire's cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspire's Indebtedness at Closing. Effect of Business Combination on Aspire Securities The Business Combination Agreement sets forth how certain outstanding securities of Aspire will be treated, or effected at the Effective Time and by virtue of the Business Combination, including with respect to dissenting shares (if any), outstanding warrants, and outstanding shares of preferred stock (which are to be converted immediately prior to the Effective Time into common stock). Representations and Warranties The Business Combination Agreement contains a number of representations and warranties made by each of PowerUp and Aspire as of the date of the Business Combination Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (as defined in the Business Combination Agreement), as well as information provided in the disclosure schedules to the Business Combination Agreement. No Survival The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and, following their expiration, there are no indemnification rights for another party's breach thereof. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closi

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View this 8-K filing on SEC EDGAR