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Powerup Acquisition Corp.(PWUPU) - 2023 Q3 - Quarterly Report

Financial Performance - As of September 30, 2023, the Company reported a net loss of 69,258,withoperatingexpensesof69,258, with operating expenses of 324,742 and interest income of 255,484[100]FortheninemonthsendedSeptember30,2023,theCompanyhadanetincomeof255,484[100] - For the nine months ended September 30, 2023, the Company had a net income of 4,614,992, consisting of operating expenses of 937,553andinterestincomeof937,553 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,withoperatingexpensesof1,110,084, with operating expenses of 662,315 and interest income of 1,772,399[102]IPOandFundraisingTheCompanyraisedgrossproceedsof1,772,399[102] IPO and Fundraising - The Company raised gross proceeds of 250,000,000 from its IPO of 25,000,000 units at 10.00perunitonFebruary23,2022[103]Theunderwritersreceivedacashunderwritingdiscountof10.00 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 10,812,500contingentonthecompletionofaBusinessCombination[121]Theunderwriterswaivedtheirentitlementtodeferredunderwritingcommissionsamountingto10,812,500 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 19,640,501insecuritiesheldintheTrustAccountforaBusinessCombinationandaworkingcapitaldeficitof19,640,501 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 30,000inadministrativeservicesfeesforthethreemonthsendedSeptember30,2023,and30,000 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 211,937asDuetoaffiliateforadministrativeservicesfees,comparedto211,937 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 10,000payabletoanaffiliateforadministrativesupportservices[130]Thecompanyhasnotincurredanyobligationsrelatedtolongtermliabilitiesotherthantheaforementionedmonthlyfee[130]AccountingandReportingThecompanyqualifiesasan"emerginggrowthcompany"undertheJOBSAct,allowingittodelaytheadoptionofnewaccountingstandards[131]Thecompanyappliesthetwoclassmethodforcalculatingearningspershare,withnet(loss)incomepershareforClassAandClassBsharescalculatedbasedonspecificcriteria[128]Thecompanyhasnotenteredintoanyoffbalancesheetfinancingarrangementsorestablishedspecialpurposeentities[124]ThecompanyhasnooffbalancesheetarrangementsorobligationsasofSeptember30,2023[124]Thecompanydoesnothaveanyrecentlyadoptedaccountingstandardsthatwouldmateriallyaffectitsfinancialstatements[129]ThecompanyhasdeterminedthatitsPublicWarrantsandPrivatePlacementWarrantsqualifyforequityaccountingtreatment[126]CashPositionTheCompanyhad10,000 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]