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PowerUp Acquisition (PWUP) - 2024 Q3 - Quarterly Report
PWUPPowerUp Acquisition (PWUP)2024-11-14 21:05

Financial Performance - As of September 30, 2024, the Company reported a net loss of 537,019forthethreemonthsended,comparedtoanetlossof537,019 for the three months ended, compared to a net loss of 69,258 for the same period in 2023, reflecting an increase in operating expenses from 324,742to324,742 to 630,772[138]. - For the nine months ended September 30, 2024, the Company had a net loss of 3,606,378,whichincludedoperatingexpensesof3,606,378, which included operating expenses of 3,654,462, compared to a net income of 4,614,992forthesameperiodin2023[139].−TheCompanyincurrednetcashusedinoperatingactivitiesof4,614,992 for the same period in 2023[139]. - The Company incurred net cash used in operating activities of 2,826,804 for the nine months ended September 30, 2024, compared to 496,979forthesameperiodin2023[142].−TheCompanyrecognizeda496,979 for the same period in 2023[142]. - The Company recognized a 2,000,000 subscription agreement expense as part of the Visiox Merger Agreement during the nine months ended September 30, 2024[139]. - The Company incurred 30,000and30,000 and 90,000 in administrative service fees for the three and nine months ended September 30, 2024, respectively[158]. Liquidity and Capital Structure - As of September 30, 2024, the Company had a working capital deficit of 6,511,072,indicatingpotentialliquiditychallenges[144].−TheCompanyraisedgrossproceedsof6,511,072, indicating potential liquidity challenges[144]. - The Company raised gross proceeds of 250,000,000 from its IPO on February 23, 2022, and an additional 13,707,500fromthesaleofprivateplacementwarrants[141].−TheCompanyhasoutstandingWorkingCapitalLoansof13,707,500 from the sale of private placement warrants[141]. - The Company has outstanding Working Capital Loans of 449,214 as of September 30, 2024, which may be repaid from the Trust Account proceeds upon completion of a Business Combination[152]. - The Company entered into a Loan and Transfer Agreement with Jinal Sheth, resulting in total borrowings of 199,214asofSeptember30,2024,comparedto199,214 as of September 30, 2024, compared to 0 on December 31, 2023[155]. - The underwriters waived their entitlement to deferred underwriting commissions of 10,812,500,whichwasrecordedtoadditionalpaid−incapital[159].BusinessOperationsandFuturePlans−TheCompanyhasnotcommencedanyoperationsandwillnotgenerateoperatingrevenuesuntilafterthecompletionofitsinitialBusinessCombination[137].−TheCompanyhasuntilFebruary17,2025,toconsummateaninitialBusinessCombination,withthepossibilityofextendingthisperiodthroughashareholdervote[145].AccountingandFinancialReporting−TheCompanyaccountsforwarrantsasequity−classifiedinstruments,qualifyingforequityaccountingtreatment[163].−Ordinarysharessubjecttopossibleredemptionareclassifiedastemporaryequity,reflectingcertainredemptionrightsoutsidetheCompany′scontrol[164].−TheCompanyqualifiesasan"emerginggrowthcompany"undertheJOBSAct,allowingittodelaytheadoptionofnewaccountingstandards[171].RelatedPartyTransactions−AsofSeptember30,2024,theCompanyaccrued10,812,500, which was recorded to additional paid-in capital[159]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[137]. - The Company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[145]. Accounting and Financial Reporting - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[163]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the Company's control[164]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[171]. Related Party Transactions - As of September 30, 2024, the Company accrued 328,939 as 'Due to affiliate' for administrative service fees and residual balances[160]. - Investors contributed a total of 1,500,000totheNewSponsorthroughtwoSubscriptionAgreements,with1,500,000 to the New Sponsor through two Subscription Agreements, with 1,000,000 in the First Contribution and 500,000intheSecondContribution[156][157].TrustAccount−TheCompanyhad500,000 in the Second Contribution[156][157]. Trust Account - The Company had 6,601,357 held in the Trust Account as of September 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[144].