Business Context and Reporting Period
This Form 8-K, dated July 14, 2023, reports on PowerUp Acquisition Corp. (a Cayman Islands SPAC), not Aspire Biopharma Holdings, Inc. The filing details a material definitive agreement entered into on July 14, 2023, regarding the transfer of control of the Company.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins, as the Company is a pre-business combination SPAC. Key financial terms of the transaction include:
- Purchase Price: $1.00 aggregate for the transfer of 4,317,500 Class A Ordinary Shares and 6,834,333 private placement warrants.
- Assumed Liabilities: The Acquirer (SRIRAMA Associates, LLC) assumed responsibility for public reporting obligations, D&O insurance premiums, outstanding legal fees, and the Administrative Services Agreement.
Material Changes
The primary material change is the Entry into a Material Definitive Agreement (Item 1.01) between PowerUp Acquisition Corp., SRIRAMA Associates, LLC (the "Acquirer"), and PowerUp Sponsor LLC. Key changes include:
- Change in Control: The Acquirer will replace the Company's current directors and officers with individuals selected by the Acquirer.
- Asset Transfer: The Sponsor is selling its Class A Ordinary Shares and private placement warrants to the Acquirer.
- Liability Assumption: The Acquirer assumes specific financial and administrative obligations previously held by the Sponsor.
Guidance, Outlook, and Risks
Outlook and Timeline: The closing of the transactions is expected to occur on or before August 18, 2023, subject to written agreement by the parties.
Conditions Precedent: The transaction is contingent upon:
- Approval by the SPAC's board of directors.
- Approval by the members of the Sponsor.
- Consent or waiver from the underwriters (Citigroup Global Markets Inc.).
- Filing of the Form 10-Q for the quarter ended June 30, 2023.
Risks and Contingencies: The filing notes that representations and warranties in the Purchase Agreement are subject to qualifications and may differ from what investors view as material. Investors are not third-party beneficiaries of the agreement.
Investor Verification Checklist
- Verify the identity of the new directors and officers to be appointed by SRIRAMA Associates, LLC.
- Confirm the filing of the Form 10-Q for the quarter ended June 30, 2023, as a condition for closing.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for specific representations and warranties.
- Monitor for the consent or waiver from the underwriters, Citigroup Global Markets Inc.
- Clarify the strategic intent of the Acquirer regarding the SPAC's initial business combination.