PowerUp Acquisition Corp
For the period ended Sep 30, 2024. Filed Nov 14, 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.
Sep 30, 2024 · Filed Nov 14, 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 2024-06-30; filed 2024-08-16.
0001493152-24-032815
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-045850
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 54 previous paragraphs and 63 current paragraphs.
45 unchanged; 9 reworded; 8 added; 0 removed; 0 previous and 1 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 (8)
Current report
Critical Accounting Policies
Current report
The preparation of 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 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:
Current report
Warrant Instruments
Current 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.
Current report
Ordinary shares Subject to Possible Redemption
Current 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.
Current report
Net Income (loss) Per Share of Ordinary shares
Current report
We apply the two-class method in calculating earnings per share. Net income per share of the Class A 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 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.
Current wording
For the three months ended September 30, 2024, we had a net loss of $537,019, which consisted of operating expenses of $630,772, interest expense associated with the debt discount of $8,496, offset by interest earned on investments held in Trust Account of $76,746 and other income of $25,503. For the three months ended September 30, 2023, we had a net loss of $69,258, which consisted of operating expenses of $324,742, offset by interest income of $255,484.
Previous wording
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 wording
For the nine months ended September 30, 2024, we had a net loss of $3,606,378, which consisted of operating expenses of $3,654,462, interest expense associated with the debt discount of $399,990 and other expense of $33,437, offset by interest earned on investments held in Trust Account of $481,511. During the nine months ended September 30, 2024 there was a $2,000,000 subscription agreement expense recognized as part of the Visiox Merger Agreement which is included in general and administrative expenses. For the nine months ended September 30, 2023, we had a net income of $4,614,992, which consisted of operating expenses of $937,553, offset by interest income of $5,552,545.
Previous 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.
Current wording
For the nine months ended September 30, 2024, net cash used in operating activities was $2,826,804, net cash provided by investing activities was $13,781,323 and net cash used in financing activities was $10,954,519.
Previous 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.
Current wording
For the nine months ended September 30, 2023, net cash used in operating activities was $496,979, net cash provided by investing activities was $284,916,127 and net cash used in financing activities was $284,916,127.
Previous 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.
Current wording
As of September 30, 2024, the Company had $0 in its operating bank account, $6,601,357 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 $6,511,072.
Previous 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.
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 September 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 September 30, 2024 and December 31, 2023 amounted to $0 and $143,464, respectively. During the three and nine months ended September 30, 2024, the Company recorded $0 and $229,919, respectively, of interest expense related to the amortization of the debt discount.
Previous 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.
Current wording
On January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“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 September 30, 2024 and December 31, 2023, there was $199,214 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 September 30, 2024 and December 31, 2023 amounted to $12,930 and $0, respectively. During the three and nine months ended September 30, 2024, the Company recorded $8,496 and $170,071, 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 and six months ended June 30, 2024 and 2023, the Company has incurred $30,000 and $60,000, 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 nine months ended September 30, 2024 and 2023, the Company has incurred $30,000 and $90,000, respectively, of expenses under this arrangement.
Previous 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.
Current wording
As of September 30, 2024 and December 31, 2023, $328,939 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.