PowerUp Acquisition Corp-A美股招股说明书(2025-01-14版)

PROSPECTUS FOR46,515,144 SHARES OF COMMON STOCK,14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND14,375,000 WARRANTSOF POWERUP ACQUISITION CORP. (SUCH SECURITIES TO BE ISSUED AFTER ITS DOMESTICATION AS A CORPORATIONINCORPORATED IN THE STATE OF DELAWARE, AND ITS RENAMING AS ASPIRE BIOPHARMAHOLDINGS, INC. IN CONNECTION WITH THE POWERUP DOMESTICATION DESCRIBEDHEREIN) The board of directors of PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp”), hasunanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certainAgreement and Plan of Merger, dated August 26, 2024, as amended by an Amendment Agreement dated September5, 2024 and a Second Amendment Agreement dated October 9, 2024 (as it may be further amended, supplementedor otherwise modified from time to time, the “Business Combination Agreement”), by and among PowerUp,PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger Sub”),SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), Stephen Quesenberry, in thecapacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately priorto the Effective Time (the “Seller Representative”), and Aspire Biopharma, Inc., a Puerto Rico corporation(“Aspire”), a copy of which is attached to this proxy statement/prospectus as Annex A, including the deregistrationof PowerUp under Article 206 of the Cayman Islands Companies Act (as amended) and the domestication ofPowerUp under Section 388 of the Delaware General Corporation Law, pursuant to which PowerUp’s jurisdiction ofincorporation will be changed from the Cayman Islands to the State of Delaware (the “PowerUp Domestication”)prior to the Closing (as defined in the accompanying proxy statement/prospectus). The PowerUp Board determinedthat the Business Combination, the PowerUp Domestication, and the related transactions are fair to and in the bestinterest of PowerUp’s shareholders, approved and adopted the Business Combination Agreement, the PowerUpDomestication, and the related transactions, and declared their advisability. As described in the accompanying proxy statement/prospectus, PowerUp’s shareholders are being asked toconsider and vote upon each of the PowerUp Domestication and the Business Combination, among other items. Asused in the accompanying proxy statement/prospectus, “New Aspire” refers to PowerUp (which, in connection withthe PowerUp Domestication, will change its name to “Aspire Biopharma Holdings, Inc.”) after giving effect to thePowerUp Domestication and Business Combination. In connection with the PowerUp Domestication, prior to the Closing Date (as defined in the accompanyingproxy statement/prospectus): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share(the “Class A ordinary shares”), of PowerUp will convert, on a one-for-one basis, into a duly authorized, validlyissued, fully paid and nonassessable share of Class A common stock, par value $0.0001 per share, of New Aspire(the “New Aspire Class A Common Stock”); and (ii) each issued and outstanding whole warrant to purchase ClassA ordinary shares of PowerUp will automatically represent the right to purchase one share of New Aspire Class ACommon Stock, at an exercise price of $11.50 per share on the terms and conditions set forth in the WarrantAgreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/aAmerican Stock Transfer & Trust Company), a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”) (the “Warrant Agreement”).Immediately following the PowerUp Domestication, (i) the New Aspire Class A Common Stock will be reclassifiedas common stock, par value $0.0001 per share (the “New Aspire Common Stock”); (ii) each issued and outstandingunit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlyingone-half of one warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof toone share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrantrepresenting the right to acquire one share of New Aspire Common Stock at an exercise price of $11.50 per share onthe terms and conditions set forth in the Warrant Agreement; (iii) the governing documents of PowerUp will beamended and restated and become the certificate of incorporation and the bylaws of New Aspire in the formattached to this proxy statement/prospectus as Annex C and Annex D, respectively; and (iv) the form of thecertificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendmentscontemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by thePowerUp shareholders, other than the amendments to the