Financial Performance - As of March 31, 2024, the Company reported a net loss of $2,467,101, with operating expenses of $2,522,678 and interest expense of $183,310, partially offset by interest income of $234,853 [133]. - For the three months ended March 31, 2023, the Company had a net income of $2,872,433, primarily from interest income of $3,196,998 against operating expenses of $324,565 [134]. - The Company incurred $477,791 in net cash used in operating activities for the three months ended March 31, 2024, compared to $182,107 for the same period in 2023 [136]. Trust Account and Business Combination - The Company had $20,136,022 held in the Trust Account as of March 31, 2024, designated for a Business Combination or share repurchase [138]. - The Company intends to use substantially all funds in the Trust Account for the initial Business Combination, with any remaining proceeds used for working capital and growth strategies [137]. - The Company has until February 17, 2025, to complete an initial Business Combination, with the possibility of extending this period through shareholder vote [140]. Debt and Borrowings - The Company is party to a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement, to be repaid at the date of combination [139]. - As of March 31, 2024, the Company had $419,875 in borrowings under a Loan and Transfer Agreement, with $183,310 recorded as interest expense related to the amortization of the debt discount [148]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [162]. Administrative and Underwriting Fees - The company incurred $30,000 in administrative service fees for both the three months ended March 31, 2024 and 2023 [151]. - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with an additional deferred fee of $10,812,500 [152]. - As of March 31, 2024, the company accrued $268,939 as 'Due to affiliate' for administrative services fees [154]. Accounting and Financial Reporting - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment [157]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [165]. - The company applies the two-class method for calculating earnings per share for Class A and Class B ordinary shares [160]. Off-Balance Sheet Arrangements - The company has no off-balance sheet financing arrangements as of March 31, 2024 [155]. - The company does not have any obligations or liabilities related to off-balance sheet arrangements [155]. - The company recorded $10,812,500 to additional paid-in capital due to the waiver of deferred underwriting commissions [153].

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[15]. - A total of $294.69 million was placed in the trust account after the IPO and private placement warrant sale[16]. Business Combination Timeline and Requirements - The company must complete its initial business combination by May 23, 2024, or its existence will terminate[17]. - Shareholders approved an extension of the business combination deadline from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[19]. - 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[35]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account[53]. - The company intends to structure the initial business combination to acquire at least 50% of the outstanding voting securities of the target business[55]. - The company has until May 23, 2024, to complete an initial business combination, or it will cease operations and redeem public shares at a per-share price equal to the amount in the trust account[93]. Merger and Acquisition Plans - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company's common stock[23]. - The company plans to migrate from the Cayman Islands to Delaware prior to the closing of the merger, with a one-for-one conversion of shares[24]. - The management team possesses over 25 years of experience in growing companies, raising capital, and executing mergers and acquisitions[25]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth[26][27][28]. Financial Resources and Risks - The company has approximately $19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[47]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the initial business combination[51]. - The company has not taken steps to secure third-party financing for the initial business combination, and there is no assurance that it will be available[47]. - The time required to select and evaluate a target business and complete the initial business combination is currently uncertain, which may incur losses if not completed[58]. - The company may not have the resources to diversify operations after the initial business combination, potentially increasing risks associated with being in a single line of business[59]. - The obligation to pay cash for redemptions may reduce available resources for the initial business combination, potentially placing the company at a competitive disadvantage[108]. Redemption and Shareholder Rights - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately $11.03 per public share[74]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[85]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the available cash[75]. - Shareholder approval is required for business combinations involving the issuance of more than 20% of the outstanding ordinary shares[76]. - The company expects to conduct redemptions either through a general meeting or a tender offer, depending on legal requirements[76]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[75]. - The redemption offer will remain open for at least 20 business days following the announcement of the initial business combination[80]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any redemption for their shares[92]. - The anticipated per-share redemption amount upon liquidation is $11.03, but this amount may be subject to claims from creditors[98]. - Public shareholders are entitled to redeem their Class A ordinary shares for cash if the initial business combination is not completed by May 23, 2024[105]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[42]. - 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[44]. - The company is also classified as a "smaller reporting company," allowing for reduced disclosure obligations until certain market value or revenue thresholds are exceeded[118]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[110]. - Financial statements of prospective target businesses must comply with GAAP or IFRS, which may limit the pool of potential acquisition candidates[111]. - The company files various reports with the SEC, which are available to the public through its website[119]. Insider Trading and Market Conduct - The company has adopted an insider trading policy to prevent purchases during blackout periods and when in possession of material non-public information[67]. - Any purchases by insiders will comply with Regulation M under the Exchange Act to avoid market manipulation[72]. - Initial shareholders and management have waived their rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed by the deadline[94]. - The company expects to fund costs associated with dissolution from remaining funds outside the trust account, which is currently none as of December 31, 2023[97]. - The company aims to have all vendors and service providers execute waivers regarding claims to the trust account, but there is no guarantee this will be achieved[99]. - If the trust account proceeds fall below $11.03 per public share, shareholders may not receive the expected redemption amount[102]. - The company has no liquid assets available to pay potential claims, with estimated liquidation costs not exceeding $100,000[103]. Competition and Market Position - The company faces intense competition from other blank check companies with greater financial and technical resources, limiting its ability to acquire larger target businesses[107]. - The company currently has two officers who will devote necessary time to affairs until the initial business combination is completed, with no full-time employees planned prior to that[109].

Financial Performance - As of September 30, 2023, the Company reported a net loss of $69,258, with operating expenses of $324,742 and interest income of $255,484[100] - For the nine months ended September 30, 2023, the Company had a net income of $4,614,992, consisting of operating expenses of $937,553 and interest income of $5,552,545[101] - For the nine months ended September 30, 2022, the Company reported a net income of $1,110,084, with operating expenses of $662,315 and interest income of $1,772,399[102] IPO and Fundraising - The Company raised gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[103] - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with an additional deferred fee of $10,812,500 contingent on the completion of a Business Combination[121] - The underwriters waived their entitlement to deferred underwriting commissions amounting to $10,812,500, which was recorded to additional paid-in capital[122] Business Combination and Trust Account - As of September 30, 2023, the Company had $19,640,501 in securities held in the Trust Account for a Business Combination and a working capital deficit of $62,954[107] - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and may withdraw interest income to pay taxes[106] - The Company has until May 23, 2024, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[108] Administrative Expenses and Obligations - The Company incurred $30,000 in administrative services fees for the three months ended September 30, 2023, and $90,000 for the nine months ended September 30, 2023[120] - As of September 30, 2023, the company accrued $211,937 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022[123] - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for administrative support services[130] - The company has not incurred any obligations related to long-term liabilities other than the aforementioned monthly fee[130] Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[131] - The company applies the two-class method for calculating earnings per share, with net (loss) income per share for Class A and Class B shares calculated based on specific criteria[128] - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[124] - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[124] - The company does not have any recently adopted accounting standards that would materially affect its financial statements[129] - The company has determined that its Public Warrants and Private Placement Warrants qualify for equity accounting treatment[126] Cash Position - The Company had $280 in its operating bank account as of September 30, 2023[107]

Financial Performance - As of June 30, 2023, the Company reported a net income of $1,811,817 for the three months, consisting of interest income of $2,100,063 and operating expenses of $288,246 [104]. - For the six months ended June 30, 2023, the Company had a net income of $4,684,250, with interest income of $5,297,061 and operating expenses of $612,811 [104]. - The Company incurred $60,000 in administrative services fees for the six months ended June 30, 2023, compared to $40,000 for the same period in 2022 [120]. - As of June 30, 2023, the Company had a working capital surplus of $261,788 [110]. - As of June 30, 2023, the company accrued $182,689 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022 [123]. Business Combination and Capital - The Company had $20,017,985 in securities held in the Trust Account as of June 30, 2023, designated for a Business Combination [110]. - The Company has until May 23, 2024, to consummate an initial business combination, with a potential extension period if approved by shareholders [111]. - The Company generated gross proceeds of $250,000,000 from its IPO by offering 25,000,000 units at $10.00 per unit [107]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital [122]. - The Company may need to raise additional capital through loans or investments to meet working capital needs [112]. Costs and Expenses - The Company expects to incur significant costs related to being a public company and pursuing acquisition plans [102]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for administrative support services [130]. Accounting and Reporting - The company applies the two-class method for calculating earnings per share, with net income per share of redeemable shares based on interest income from the Trust Account [128]. - The company has determined that Public Warrants and Private Placement Warrants qualify for equity accounting treatment [126]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights outside the company's control [127]. - Management does not anticipate any material effects from recently issued accounting pronouncements on the company's financial statements [129]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an emerging growth company [132]. Risk and Obligations - As of June 30, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government obligations and money market funds [133]. - 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 [124]. - The company began incurring administrative service fees on February 23, 2022, which will continue until the completion of a Business Combination or liquidation [130].

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].

Financial Performance - As of September 30, 2022, the Company reported a net income of $1,077,216 for the three months and $1,110,084 for the nine months, driven by interest income of $1,332,473 and $1,772,399 respectively[100]. - For the nine months ended September 30, 2022, net cash used in operating activities was $1,372,916, while net cash provided by financing activities was $296,593,545, primarily reflecting IPO proceeds[104]. - As of September 30, 2022, the Company had $296,459,899 in securities held in the Trust Account for a Business Combination and $1,772,399 in interest earned on those investments[106]. IPO and Capital Raising - The Company completed its IPO on February 23, 2022, raising gross proceeds of $250 million from the sale of 25,000,000 units at $10.00 per unit, along with an additional $13,707,500 from the sale of 9,138,333 private placement warrants[103]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with an additional deferred fee of $10,812,500 contingent on the completion of a Business Combination[119]. - The Sponsor purchased 8,625,000 Class B ordinary shares for $25,000, which were later adjusted to 7,187,500 shares after a share dividend[111]. - The Company may need to raise additional capital through loans or investments to meet working capital needs before completing a Business Combination[108]. Business Combination Timeline - The Company has 15 months from the IPO closing to complete an initial business combination, with the possibility of extending this period through a shareholder vote[107]. - A deferred fee of $10,812,500 is payable to underwriters from the Trust Account upon completion of a Business Combination[128]. Administrative and Operational Costs - The Company incurred $70,000 in administrative services fees for office space and related services as of September 30, 2022[118]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for office space and support services[127]. Risk and Financial Obligations - The Company has no off-balance sheet arrangements or obligations as of September 30, 2022[121]. - As of September 30, 2022, the company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations with a maturity of 185 days or less[132].

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 ...