PowerUp Acquisition Corp
For the period ended Jun 30, 2024. Filed Aug 16, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 16, 2024
ASBP$8.09+19.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-06-05.
0001493152-24-022728
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-16.
0001493152-24-032815
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 54 current paragraphs.
42 unchanged; 9 reworded; 3 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
For the six months ended June 30, 2024, we had a net loss of $3,069,359, which consisted of operating expenses of $3,023,690, interest expense associated with the debt discount of $391,494 and other expense of $58,940, offset by interest earned on investments held in Trust Account of $404,765. During the six months ended June 30, 2024 there was a $2,000,000 subscription agreement expense recognized as part of the Merger Agreement which is included in general and administrative expenses. For the six months ended June 30, 2023, we had a net income of $4,684,250, which consisted of interest earned on investments held in Trust Account of $5,297,061 offset by operating expenses of $612,811.
Current report
On March 5, 2024, the Company entered into the First Subscription Agreement with the New Sponsor, Visiox, the Affiliate, and the four separate Investors, whereby the Investors collectively contributed to New Sponsor the $1,000,000 First Contribution.
Current report
On May 9, 2024, the Company entered into the Second Subscription Agreement with the New Sponsor, the Affiliate, and the four separate Investors, whereby, the Investors collectively contributed to New Sponsor the $500,000 Second Contribution and, in turn, the New Sponsor loaned the $500,000 May Loan to the Company.
Removed paragraphs (11)
Previous report
For the three months ended March 31, 2024, we had a net loss of $2,467,101, which consisted of operating expenses of $2,522,678 and interest expense on debt discount of $183,310, offset by interest income of $234,853 and other income of $4,034. In 2024 there was $2,000,000 subscription agreement expensed as party of the Business Combination Agreement.
Previous report
As of March 31, 2024, the Company was a party to a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement the loan will be repaid at the date of combination.
Previous report
On February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of September 30, 2022 or the completion of the IPO. The Note was paid off in January 2022 after the IPO.
Previous report
Critical Accounting Policies
Previous report
The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Previous report
Warrant Instruments
Previous report
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company determined, upon further review of the warrant agreement, that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Previous report
Ordinary Shares Subject to Possible Redemption
Previous report
We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of our balance sheets.
Previous report
Net Income (loss) Per Share of Ordinary Shares
Previous report
We apply the two-class method in calculating earnings per share. Net income per share of the Class A ordinary shares, basic and diluted is calculated by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding since original issuance. Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is calculated by dividing the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the periods presented.
Reworded paragraphs (9)
Previous wording
For the three months ended March 31, 2023, we had a net income of $2,872,433, which consisted of interest income of $3,196,998, offset by operating expenses of $324,565.
Current wording
For the three months ended June 30, 2024, we had a net loss of $602,258, which consisted of operating expenses of $501,012, interest expense associated with the debt discount of $208,184 and other expense of $62,974, offset by interest earned on investments held in Trust Account of $169,912. For the three months ended June 30, 2023, we had a net income of $1,811,817, which consisted of interest earned on investments held in Trust Account of $2,100,063 offset by operating expenses of $288,246.
Previous wording
For the three months ended March 31, 2023, net cash used in operating activities was $182,107, net cash used in investing activities was $0 and net cash provided by financing activities was $0.
Current wording
For the six months ended June 30, 2024, net cash used in operating activities was $2,852,308, net cash provided by investing activities was $13,781,323 and net cash used in financing activities was $10,929,015.
Previous wording
For the three months ended March 31, 2024, net cash used in operating activities was $477,791, net cash provided by investing activities was $0 and net cash provided by financing activities was $477,791.
Current wording
For the six months ended June 30, 2023, net cash used in operating activities was $372,058, net cash provided by investing activities was $284,283,159 and net cash used in financing activities was $284,283,159.
Previous wording
As of March 31, 2024, the Company had $0 in its operating bank account, $20,136,022 held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $2,567,806. As of March 31, 2024, $234,853 of the amount in the Trust Account is represented as interest earned on investments held in the Trust Account.
Current wording
As of June 30, 2024, the Company had $0 in its operating bank account, $6,524,611 held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $5,897,306.
Previous wording
In addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, $450,000 and $250,000 in Working Capital Loans were outstanding.
Current wording
In order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2024 and December 31, 2023, $449,214 and $250,000 in Working Capital Loans were outstanding, respectively.
Previous wording
On December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned $250,000 to the Company. As of March 31, 2024 and December 31, 2023, there was $419,875 and $155,848 in borrowings under the agreement, respectively. The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw. During the three months ended March 31, 2024, the Company recorded $183,310 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount as of March 31, 2024 amounted to $202,643.
Current wording
On December 21, 2023, the Company entered into a Loan and Transfer Agreement with the New Sponsor and SSVK, pursuant to which SSVK loaned an aggregate of $250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $250,000 to the Company. As of June 30, 2024 and December 31, 2023, there was $250,000 and $155,848 in borrowings under the agreement, respectively. The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw. The remaining balance of the debt discount as of June 30, 2024 and December 31, 2023 amounted to $0 and $143,464, respectively. During the three and six months ended June 30, 2024, the Company recorded $88,644 and $229,919, respectively, of interest expense related to the amortization of the debt discount.
Previous wording
In January 2024, the Company entered into Loan and Transfer Agreement between the Company, the Sponsor, Apogee Pharma (the Lender), pursuant to which the Lender loaned the company an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned the $50,000 to the Company. As of March 31, 2024, there was $50,000 in borrowings under the agreement. The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw. During the three months ended March 31, 2024, the Company recorded $92,649 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount as of March 31, 2024 amounted to $202,643.
Current wording
On January 9, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Apogee, pursuant to which Apogee loaned an aggregate of $50,000 to the New Sponsor, and, in turn, the New Sponsor loaned the $50,000 to the Company. On January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Sheth, pursuant to which Sheth loaned an aggregate of $150,000 to the New Sponsor and the New Sponsor loaned $150,000 to the Company. As of June 30, 2024 and December 31, 2023, there was $200,000 and $0, respectively, in aggregate borrowings under the Loan and Transfer Agreements with Apogee and Sheth. The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw. The remaining balance of the debt discount as of June 30, 2024 and December 31, 2023 amounted to $21,426 and $0, respectively. During the three and six months ended June 30, 2024, the Company recorded $119,540 and $161,575, respectively, of interest expense related to the amortization of the debt discount.
Previous wording
We agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the three months ended March 31, 2024 and 2023, the Company has incurred $30,000 and $30,000, respectively, of expenses under this arrangement.
Current wording
We agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the three and six months ended June 30, 2024 and 2023, the Company has incurred $30,000 and $60,000, respectively, of expenses under this arrangement.
Previous wording
As of March 31, 2024 and December 31, 2023, $268,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds. The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account.
Current wording
As of June 30, 2024 and December 31, 2023, $298,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds. The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account.