Financial Performance - As of March 31, 2023, the Company reported a net income of $2,872,433, with operating expenses of $324,565 and interest income of $3,196,998[101]. - For the three months ended March 31, 2022, the Company incurred a net loss of $87,826, with operating expenses of $109,219 and interest income of $21,393[101]. - As of March 31, 2023, the Company had a working capital surplus of $550,034[106]. IPO and Capital Structure - The Company completed its IPO on February 23, 2022, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[103]. - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with additional deferred fees totaling $10,812,500 contingent on the completion of a Business Combination[117]. - The underwriters are entitled to a deferred fee of $10,812,500, payable only upon completion of a Business Combination[126]. Business Combination and Timeline - The Company has until May 23, 2023, to consummate an initial business combination, with the possibility of extending this period through shareholder vote[107]. - The Company had $302,201,081 in securities held in the Trust Account, designated for a Business Combination or to repurchase Ordinary Shares[106]. Expenses and Costs - The Company incurred $30,000 in administrative services fees for the three months ended March 31, 2023, compared to $10,000 for the same period in 2022[116]. - The Company expects to incur significant costs related to being a public company and pursuing acquisition plans[99]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative support services[125]. Accounting and Reporting - The company applies the two-class method for calculating earnings per share, with net income (loss) per share of redeemable shares calculated based on interest income earned on the Trust Account[123]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the company's control[122]. - The company has adopted recent accounting standards that are not expected to materially affect its financial statements[124]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[127]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[128]. - The company determined that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[121]. - The company has identified critical accounting policies that may lead to material differences between estimated and actual results[120]. Risk Management - As of March 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government obligations with a maturity of 185 days or less[131]. - The Company has no off-balance sheet arrangements as of March 31, 2023[119].

IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[18]. - A total of $294.7 million was placed in the trust account, which includes proceeds from the initial public offering and private placement warrants[19]. - The company has $283,875,000 available for a business combination, assuming no redemptions and after paying $10,812,500 in deferred underwriting commissions[60]. - The anticipated per-share redemption price for public shareholders upon completion of the initial business combination is approximately $10.25, based on the amount in the trust account[88]. - The company has approximately $497,259 available outside the trust account to fund dissolution expenses, alongside up to $100,000 from the trust account[110]. - Initial shareholders and management have waived rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed[108]. - The company has approximately $497,259 available outside of the trust account as of December 31, 2022, to cover potential claims, with estimated liquidation costs not exceeding $100,000[115]. - In the event of bankruptcy, the company cannot assure shareholders that they will receive $10.20 per public share, as proceeds in the trust account may be subject to claims from third parties[116]. - Shareholders are entitled to funds from the trust account only under specific conditions, including redemption if the initial business combination is not completed by May 23, 2023[118]. Market Overview - The gaming industry is valued at $203 billion and has grown 19% in 2020, with mobile gaming representing approximately half of this market and growing 22% year-over-year[24]. - The global gamer population is close to 2.7 billion, growing at a rate of 5-6% per annum, with nearly 60% of gamers playing daily[24]. - The gaming industry is expected to sustain a compound annual growth rate (CAGR) of 9% from 2019 to 2022[25]. - Cloud gaming market revenue is projected to rise from $585 million in 2020 to $4.8 billion by 2023[30]. - The metaverse market size is estimated at $48 billion in 2020, growing at a CAGR of 43% to reach $829 billion by 2028[35]. - The blockchain technology market is expected to reach $395 billion by 2028, with a CAGR of 82% from 2021 to 2028[35]. Business Strategy and Acquisition Plans - The company is focusing on acquisition opportunities within interactive media, digital media, sports, entertainment, and leisure, particularly in video gaming and metaverse businesses[17]. - The company aims to complete its initial business combination by May 23, 2023, or by the end of any extension period[20]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[65]. - The company intends to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets certain criteria[47]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the initial business combination[63]. Risks and Challenges - The time and costs associated with selecting and evaluating a target business are currently uncertain, which may lead to losses if a business combination is not completed[71]. - The company may be viewed negatively by potential target businesses due to its status as a blank check company with no operating history[53]. - The lack of business diversification may expose the company to significant risks associated with relying on a single business post-combination[72]. - The obligation to pay cash to public shareholders exercising redemption rights may reduce resources available for the initial business combination[120]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses due to available financial resources[119]. - Recent increases in inflation and interest rates may complicate the company's ability to complete an initial business combination[147]. - Geopolitical uncertainties, including military conflicts and tensions, could lead to increased price volatility for publicly traded securities, affecting the company's ability to identify and consummate a business combination[150]. Corporate Governance and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[54]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million[56]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[122]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits and income[127]. - Proposed SEC rules may provide a safe harbor for SPACs from being classified as investment companies, contingent on meeting specific conditions[138]. - The company may be deemed an investment company under the Investment Company Act if it does not liquidate the trust account before February 17, 2024, potentially resulting in public stockholders receiving approximately $10.40 per share upon liquidation[140]. - The company plans to hold all funds in the trust account in cash to mitigate the risk of being classified as an investment company, which could further reduce the amount public stockholders receive upon redemption or liquidation[141]. - The company is subject to Nasdaq's continued listing requirements, including maintaining at least 400 public holders and 500,000 publicly held shares[152]. - If the company fails to meet Nasdaq's continued listing requirements, it risks delisting, which could significantly reduce liquidity and market quotations for its securities[154]. Shareholder Rights and Redemption Process - Shareholder approval will typically be required if the company issues ordinary shares equal to or exceeding 20% of the outstanding shares[78]. - The company expects to conduct redemptions either through a general meeting or a tender offer, depending on various factors[90]. - If shareholder approval is required, the company will distribute proxy solicitation materials and provide redemption rights upon completion of the initial business combination[97]. - The sponsor and its permitted transferees are expected to own approximately 20.0% of the issued and outstanding ordinary shares entitled to vote at the time of the shareholder vote[98]. - The company may seek to recruit additional managers for the target business post-combination, but there is no assurance of success in this recruitment[76]. - The company may conduct redemptions without a shareholder vote if not required by law or stock exchange listing requirements[79]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[88]. - The company restricts public shareholders from redeeming more than 15% of shares sold in the initial public offering without prior consent, aiming to prevent large block accumulations that could disrupt business combinations[99]. - The redemption process requires public shareholders to tender their certificates or deliver shares electronically, with a tender offer period of no less than 20 business days[101]. - The estimated per-share redemption amount upon dissolution is projected to be $10.25, although actual amounts may vary due to creditor claims[111]. - The company anticipates that redemption requests can be withdrawn up to two business days before the scheduled vote on the business combination[104]. - There is a nominal cost of approximately $100 for the tendering process, which may be passed on to redeeming shareholders by their brokers[102]. - The company has not secured waivers from underwriters and independent auditors regarding claims to the trust account, which may pose risks to the funds held[113].

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 Commission File No. 001-41293 POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or o ...

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 ...