UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2023

☐ 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 11, 2023 there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements	2

	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	2

	Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)	3

	Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited)	4

	Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	315,152	$	497,259
Prepaid expenses and other		591,303		600,493
Total current assets		906,455		1,097,752
Prepaid expenses - noncurrent		—		80,170
Investments held in Trust Account		302,201,081		299,004,083
TOTAL ASSETS	$	303,107,536	$	300,182,005

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	203,732		180,634
Due to affiliate		152,689		122,689
Total current liabilities		356,421		303,323
Deferred Underwriting fee payable		10,812,500		10,812,500
TOTAL LIABILITIES		11,168,921		11,115,823

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 28,750,000 shares as of March 31, 2023 and December 31, 2022, respectively		302,201,081		299,004,083

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; none issued or outstanding		—		—
Class B ordinary shares; $0.0001 par value; 50,000,000 shares authorized; 7,187,500 issued and outstanding at March 31, 2023 and December 31, 2022		719		719
Additional paid-in capital		—		—
Accumulated deficit		(10,263,185)		(9,938,620)
Total shareholders’ deficit		(10,262,466)		(9,937,901)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	303,107,536	$	300,182,005


	For the three months ended
	March 31,
	2023		2022
OPERATING EXPENSES
General and administrative	$	324,565	$	109,219
Total operating expenses		324,565		109,219
OTHER INCOME
Interest earned on investments held in Trust Account		3,196,998		21,393
Total other income		3,196,998		21,393
NET INCOME (LOSS)	$	2,872,433	$	(87,826)

Weighted average shares outstanding of redeemable shares		28,750,000		11,500,000
Basic and diluted net income (loss) per share, redeemable shares	$	0.08	$	(0.00)
Weighted average shares outstanding of non-redeemable shares		7,187,500		7,187,500
Basic and diluted net income (loss) per share, non-redeemable shares	$	0.08	$	(0.01)


	Class A			Class B							Total
	Ordinary Shares			Ordinary Shares			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit

Balance - January 1, 2023	—	$	—	7,187,500	$	719	$	—	$	(9,938,620)	$	(9,937,901)
Remeasurement for Class A shares to redemption value	—		—	—		—		—		(3,196,998)		(3,196,998)
Net income	—		—	—		—		—		2,872,433		2,872,433
Balance - March 31, 2023	—	$	—	7,187,500	$	719	$	—	$	(10,263,185)	$	(10,262,466)


Gross proceeds	$	287,500,000
Less:
Fair value to Public Warrants at issuance		(5,606,250)
Redeemable ordinary share issuance costs		(16,098,990)
Plus:
Remeasurement of carrying value to redemption value		33,209,323
Redeemable ordinary shares subject to possible redemption at December 31, 2022		299,004,083
Plus:
Remeasurement of carrying value to redemption value		3,196,998
Redeemable ordinary shares subject to possible redemption at March 31, 2023	$	302,201,081


	Private warrant
Share Price	$	9.82
Exercise Price	$	11.50
Redemption Trigger Price	$	18
Term (years)		6.42
Volatility		5.64	%
Risk Free Rate		1.93	%
Dividend Yield		0.00	%


		Quoted Prices in		Significant Other	Significant Other
		Active Markets		Observable Inputs	Unobservable Inputs
March 31, 2023	Level	(Level 1)		(Level 2)	(Level 3)
Assets:
Investment held in Trust Account	1	$	302,201,081	—	—


	For the Three Months Ended
	March 31,
		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	2,872,433	$	(87,826)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account		(3,196,998)		(21,393)
Changes in operating assets and liabilities:
Prepaid expenses		89,360		(1,175,360)
Accounts payable and accrued expenses		23,098		(36,033)
Due to affiliate		30,000		32,689
Net cash flows used in operating activities		(182,107)		(1,287,923)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		—		(294,687,500)
Net cash flows used in investing activities		—		(294,687,500)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Initial Public Offering net of underwriting fees		—		282,500,000
Proceeds from sale of private units		—		14,645,000
Payment of offering costs		—		(298,540)
Repayment of promissory note - related party		—		(252,915)
Net cash flows provided by financing activities		—		296,593,545

NET CHANGE IN CASH		(182,107)		618,122

CASH, BEGINNING OF THE PERIOD		497,259		—

CASH, END OF THE PERIOD	$	315,152	$	618,122

Supplemental disclosure of noncash activities:
Initial value of Class A ordinary shares subject to possible redemption	$	—	$	294,687,500
Deferred underwriting commissions payable charged to additional paid in capital	$	—	$	10,812,500
Remeasurement of Class A ordinary shares to redemption value	$	3,196,998	$	—
Deferred offering costs included in accrued offering costs and due to affiliates	$	—	$	14,319

SEC Form 10-Q filed by PowerUp Acquisition Corp.