Financial Performance - As of June 30, 2023, the Company reported a net income of $1,811,817 for the three months ended June 30, 2023, compared to a net income of $120,693 for the same period in 2022, reflecting a significant increase of 1,400%[113][115] - For the six months ended June 30, 2023, the Company had a net income of $4,684,250, up from $32,868 for the same period in 2022, marking an increase of 14,200%[113][115] - The Company generated interest income of $2,100,063 for the three months ended June 30, 2023, which is a 401% increase compared to the interest income of $418,533 for the same period in 2022[113][115] Capital and Liquidity - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $37,500,000 from the overallotment option exercised by underwriters[117] - As of June 30, 2023, the Company had a working capital surplus of $261,788, indicating a positive liquidity position[120] - The Company had $20,017,985 in securities held in the Trust Account as of June 30, 2023, which are intended for use in a Business Combination[120] Business Operations and Expenses - The Company incurred $30,000 in administrative services fees for the three months ended June 30, 2023, compared to $40,000 for the same period in 2022[131] - The Company expects to incur increased expenses related to being a public company, including legal and compliance costs, as well as due diligence expenses[112] - As of June 30, 2023, the company has accrued $182,689 as 'Due to affiliate' for administrative services fees and residual balance from IPO proceeds[134] Business Combination and Timeline - The Company has until May 23, 2024, to consummate an initial business combination, with the possibility of extending this period through shareholder approval[121] Financial Structure and Accounting - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[133] - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment based on specific terms[137] - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights outside of the company's control[138] - The company applies the two-class method for calculating earnings per share, with net income per share for non-redeemable ordinary shares calculated by dividing net income by the weighted average number of shares[139] - The company has no long-term debt or capital lease obligations, incurring a monthly fee of $10,000 to an affiliate for administrative support services[141] Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in short-term U.S. government obligations[144] - The company has no off-balance sheet arrangements or obligations as of June 30, 2023, and does not engage in transactions that create variable interest entities[135]

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 Table of Contents (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 188 Grand Street Unit #195 New York, NY 10013 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 fr ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 PowerUp Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- ...

Table of Contents 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 September 30, 2022 ☐ 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 ...

Table of Contents 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 June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to POWERUP ACQUISITION CORP. (Registrant's telephone number, including area code) (Exact name of registrant as specified in its charter) Cayman ...

Table of Contents 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, 2022 ☐ 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 ...