8-K

UnitedStates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CurrentReport

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2022 (April 7, 2022)

POWERUP ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (347) 313-8109

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 8.01. Other Events.

On April 7, 2022, PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”) announced that, commencing on April 11, 2022, the holders of units issued in its initial public offering (the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, may elect to separately trade the Ordinary Shares and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbol “PWUP” and “PWUPW,” respectively. The Units not separated will continue to trade on the Nasdaq Global Market under the symbol “PWUPU.” Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 7, 2022

Exhibit 99.1

PowerUp Acquisition Corp. Announcesthe Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 11, 2022

New York, NY, April 7, 2022 – PowerUp Acquisition Corp. (the “Company”) (NASDAQ: PWUPU) announced today that, commencing April 11, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and the warrants that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbols “PWUP” and “PWUPW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “PWUPU.” Holders of the units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.

This press release shall not constitutean offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction inwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any suchstate or jurisdiction.

About PowerUp Acquisition Corp.

The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The focus of the team is to identify and acquire a business within the interactive media, digital media, sports, entertainment, and/or leisure, with a particular focus on video gaming, gaming adjacent, and new metaverse video gaming businesses. The management team is led by Bruce Hack, Jack Tretton, Michael Olson and Gabriel Schillinger. Mike Vorhaus serves as senior advisor.

Forward-Looking Statements

This press release contains statementsthat constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initialpublic offering. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statementsare subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factorssection of the Company’s registration statement and final prospectus for the Company’s offering filed with the U.S. Securitiesand Exchange Commission (“SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov.The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as requiredby law.

Contacts

Investor Contact:

Gabriel Schillinger

President, PowerUp Acquisition Corp.

(347) 313-8109

Email: gs@powerupacq.com

PR Contact:

Tom Ohle

Evolve PR Inc.

(778) 677-6342

Email: tom@evolve-pr.com