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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
File No. 001-41293
| POWERUP
ACQUISITION CORP. |
| (Exact
name of registrant as specified in its charter) |
| Cayman
Islands |
|
N/A |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
188
Grand Street Unit #195
New
York, NY 10013 |
| (Address
of Principal Executive Offices, including zip code) |
| Tel:
(347) 313-8109 |
| (Registrant’s
telephone number, including area code) |
| N/A |
| (Former
name, former address and former fiscal year, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
PWUPU |
|
The
Nasdaq Stock Market LLC |
| Class
A Ordinary Shares, par value $0.0001 per share, included as part of the Units |
|
PWUP |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units |
|
PWUPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐
Large accelerated filer |
☐
Accelerated filer |
| ☒
Non-accelerated filer |
☒
Smaller reporting company |
| |
☒
Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
As
of May 31, 2024 there were 7,765,144 Class A ordinary shares, par value $0.0001 per share, and 0 Class B ordinary shares, $0.0001 par
value per share, issued and outstanding.
Explanatory
Note
PowerUp
Acquisition Corp. (the “Company,” “we”, or “our”) filed its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2024 (the “Original Form 10-Q”) with the Securities and Exchange Commission (the “SEC”)
on June 5, 2024. The Company is now filing this Amendment No. 1 to the Original Form 10-Q (this “Form 10-Q/A”) solely for
the purpose of amending and restating certifications by the Company’s principal executive officer and principal financial officer
in Exhibits 31.1 and 31.2, respectively, of the Original Form 10-Q.
In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form
10-Q/A revises Item 15 of Part IV to include currently dated certifications by the Company’s principal executive officer and principal
financial officer as exhibits to this Form 10-Q/A and updates the Exhibit Index to reflect the inclusion of these certifications as well
as the amended and restated certifications included in Exhibits 31.1 and 31.2.
Other
than the items outlined above, this Form 10-Q/A does not attempt to modify or update the Original Form 10-Q. This Form 10-Q/A does not
reflect events occurring after the date of the Original Form 10-Q or modify or update those disclosures that may be affected by subsequent
events. Such subsequent matters are addressed in subsequent reports filed by the Company with the SEC. Accordingly, this Form 10-Q/A
should be read in conjunction with the Original Form 10-Q. Capitalized terms not defined in this Form 10-Q/A have the meaning given to
them in the Original Form 10-Q.
POWERUP
ACQUISITION CORP.
FORM
10-Q/A FOR THE QUARTER ENDED MARCH 31, 2024
TABLE
OF CONTENTS
PART
II - OTHER INFORMATION
ITEM
6. EXHIBITS
The
following exhibits are filed as part of, or incorporated by reference into, this Amendment No. 1 to Quarterly Report on Form 10-Q/A.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc. (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024). |
| 10.2 |
|
Amendment No. 1 to Secured Convertible Promissory Note, dated January 18, 2024, by and between Visiox Pharmaceuticals, Inc. and SRIRAMA Associates, LLC (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024). |
| 10.3 |
|
Form of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024). |
| 10.4 |
|
Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to Amendment No. 1 to the Form S-4 filed by PowerUp Acquisition Corp. on May 14, 2024). |
| 10.5 |
|
Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 22, 2024). |
| 31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from Exhibit 32.1 to the Form 10-Q filed by PowerUp Acquisition Corp. on June 5, 2024). |
| 32.2 |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference from Exhibit 32.2 to the Form 10-Q filed by PowerUp Acquisition Corp. on June 5, 2024). |
| 101.INS* |
|
Inline
XBRL Instance Document |
| 101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document |
| 101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
|
Inline
XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
*Filed
herewith.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
POWERUP
ACQUISITION CORP. |
| |
|
|
| Date:
October 24, 2024 |
By: |
/s/
Surendra Ajjarapu |
| |
Name: |
Surendra
Ajjarapu |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
| |
|
|
| Date:
October 24, 2024 |
By: |
/s/
Howard Doss |
| |
Name: |
Howard
Doss |
| |
Title: |
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
