10-Q/A
Aspire Biopharma Holdings, Inc. (ASBP)
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
Forthe 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<br> name of registrant as specified in its charter) | |
| Cayman Islands | N/A |
| --- | --- |
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 188 Grand Street Unit #195<br><br> <br>New York, NY 10013 | |
| --- | |
| (Address<br> of Principal Executive Offices, including zip code) | |
| Tel: (347) 313-8109 | |
| --- | |
| (Registrant’s<br> telephone number, including area code) | |
| N/A | |
| --- | |
| (Former<br> 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,<br> each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | PWUPU | The<br> Nasdaq Stock Market LLC |
| Class<br> A Ordinary Shares, par value $0.0001 per share, included as part of the Units | PWUP | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units | PWUPW | The<br> 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.
| ☐<br> Large accelerated filer | ☐<br> Accelerated filer |
|---|---|
| ☒<br> Non-accelerated filer | ☒<br> Smaller reporting company |
| ☒<br> 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
| Page | ||
|---|---|---|
| PART II – OTHER INFORMATION | 1 | |
| Item<br> 6. | Exhibits | 1 |
| SIGNATURES | 2 |
| i |
| --- |
| Table of Contents |
| --- |
PART
II - OTHER INFORMATION
ITEM
- 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.
*Filed herewith.
| 1 |
| --- |
| Table of Contents |
| --- |
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:<br> October 24, 2024 | By: | /s/ Surendra Ajjarapu |
| Name: | Surendra<br> Ajjarapu | |
| Title: | Chief<br> Executive Officer | |
| (Principal<br> Executive Officer) | ||
| Date:<br> October 24, 2024 | By: | /s/ Howard Doss |
| Name: | Howard<br> Doss | |
| Title: | Chief<br> Financial Officer | |
| (Principal<br> Financial and Accounting Officer) |
| 2 |
| --- |
Exhibit31.1
CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER
PURSUANTTO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Surendra Ajjarapu, certify that:
1. I have reviewed this quarterly report on Form 10-Q, as amended, of PowerUp Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. [Intentionally omitted];
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date:<br> October 24, 2024 |
|---|
| /s/ Surendra Ajjarapu |
| Surendra<br> Ajjarapu |
| Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer) |
Exhibit31.2
CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER
PURSUANTTO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Doss, certify that:
1. I have reviewed this quarterly report on Form 10-Q, as amended, of PowerUp Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. [Intentionally omitted];
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date:<br> October 24, 2024 |
|---|
| /s/ Howard Doss |
| Howard<br> Doss |
| Chief<br> Financial Officer<br><br> (Principal Financial Officer) |