PowerUp Acquisition (PWUP) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on December 10, 2024.

Registration No. 333-281991

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PowerUp Acquisition Corp.*

(Exact name of registrant as specified in its charter)

Aspire Biopharma, Inc.**

(Exact name of co-registrant as specified in its charter)

188 Grand Street, Unit #195

New York, NY 10013
(347) 313-8109

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Surendra Ajjarapu

Chief Executive Officer

188 Grand Street, Unit #195

New York, NY 10013
(347) 313-8109

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the business combination agreement described in this proxy statement / prospectus to consummate the business combination are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CO-REGISTRANT TABLE

194 Candelaro Drive, #233, Humacao, Puerto Rico 00791

National Registered Agents, Inc. 1209 Orange St., Wilmington, DE 19801

The information in the preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in the preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 10, 2024

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
POWERUP ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR
46,515,144 SHARES OF COMMON STOCK,

14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND

14,375,000 WARRANTS

OF POWERUP ACQUISITION CORP.

(SUCH SECURITIES TO BE ISSUED AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, AND ITS RENAMING AS Aspire Biopharma Holdings, Inc. IN CONNECTION WITH THE POWERUP DOMESTICATION DESCRIBED HEREIN)

The board of directors of PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated August 26, 2024, as amended by an Amendment Agreement dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 (as it may be further amended, supplemented or 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 the capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to 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 deregistration of PowerUp under Article 206 of the Cayman Islands Companies Act (as amended) and the domestication of PowerUp under Section 388 of the Delaware General Corporation Law, pursuant to which PowerUp’s jurisdiction of incorporation 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 determined that the Business Combination, the PowerUp Domestication, and the related transactions are fair to and in the best interest of PowerUp’s shareholders, approved and adopted the Business Combination Agreement, the PowerUp Domestication, and the related transactions, and declared their advisability.

As described in the accompanying proxy statement/prospectus, PowerUp’s shareholders are being asked to consider and vote upon each of the PowerUp Domestication and the Business Combination, among other items. As used in the accompanying proxy statement/prospectus, “New Aspire” refers to PowerUp (which, in connection with the PowerUp Domestication, will change its name to “Aspire Biopharma Holdings, Inc.”) after giving effect to the PowerUp Domestication and Business Combination.

In connection with the PowerUp Domestication, prior to the Closing Date (as defined in the accompanying proxy 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, validly issued, 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 Class A ordinary shares of PowerUp will automatically represent the right to purchase one share of New Aspire Class A Common Stock, at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/a American 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 reclassified as common stock, par value $0.0001 per share (the “New Aspire Common Stock”); (ii) each issued and outstanding unit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlying one-half of one warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrant representing the right to acquire one share of New Aspire Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement; (iii) the governing documents of PowerUp will be amended and restated and become the certificate of incorporation and the bylaws of New Aspire in the form attached to this proxy statement/prospectus as Annex C and Annex D, respectively; and (iv) the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Business Combination. No fractional warrants will be issued upon the separation of units and only whole warrants will trade. Accordingly, unless you hold at least two units of PowerUp, you will not be able to receive or trade a warrant when the units are separated.

Also prior to the Closing Date, Aspire will deregister as a Puerto Rican entity and domesticate as a Delaware corporation (the “Aspire Domestication”) in accordance with Section 3746 of the Puerto Rico General Corporations Act (as amended) and Section 388 of the Delaware General Corporation Law. Pursuant to the Aspire Domestication, Aspire’s jurisdiction of incorporation will be changed from Puerto Rico to the State of Delaware. In connection with the Aspire Domestication, all issued and outstanding shares of Aspire’s pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants will automatically convert, on a one-for-one basis, into shares of the post-domesticated entity’s common stock, Series A preferred stock, and warrants, respectively.

On the Closing Date, Merger Sub will merge with and into Aspire, with Aspire being the surviving company. After giving effect to the Business Combination, Aspire shall be a wholly owned subsidiary of New Aspire. In accordance with the terms and subject to the conditions of the Business Combination Agreement and the Proposed Charter (as defined in the accompanying proxy statement/prospectus), at Closing, the Aspire Stockholders (as defined in the accompanying proxy statement/prospectus) shall collectively be entitled to receive, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Common Stock with an aggregate value equal to (a) $350 million less (b) the amount by which Aspire’s cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspire’s Indebtedness at Closing. For the purpose of negotiating the amount of merger consideration that the Aspire Stockholders would receive upon completion of the Business Combination, Aspire and PowerUp negotiated and agreed to a $350 million valuation of Aspire. The fairness opinion was delivered by a valuation advisory and consulting firm engaged by PowerUp. For further information about the valuation and how it was determined, see the sections entitled “Business Combination Proposal — Opinion of Financial Advisor to PowerUp” and “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

It is anticipated that, upon completion of the Business Combination and assuming that none of PowerUp’s outstanding public shares are redeemed in connection with the Business Combination, (i) the Aspire Stockholders (as defined in the accompanying proxy statement/prospectus) will own, collectively, approximately 75.2% of the outstanding New Aspire Common Stock, (ii) PowerUp’s public shareholders (as defined in the accompanying proxy statement/prospectus) will own, collectively, approximately 1.2% of the outstanding New Aspire Common Stock, and (iii) PowerUp’s Initial Shareholders (as defined in the accompanying proxy statement/prospectus) will own approximately 19.8% of the outstanding New Aspire Common Stock, in each case, assuming that none of PowerUp’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 76.2%, 0%, and 20.0%, respectively, assuming that all of PowerUp’s outstanding public shares are redeemed in connection with the Business Combination. See the section entitled “Business Combination Proposal — Ownership of New Aspire” for more details. The parties anticipate needing to raise outside capital through debt or equity financing at, or in connection with, Closing, but the foregoing percentages do not assume successful completion of any such transactions. As of the date of this proxy statement/prospectus no substantive discussions regarding any additional financial arrangements have occurred and whether the parties will be able to identify and then execute upon an outside source of liquidity is not known.

This proxy statement/prospectus covers 46,515,144 shares of New Aspire Common Stock, 14,375,000 shares of New Aspire Common Stock underlying public warrants, and 14,375,000 public warrants to purchase New Aspire Common Stock. This proxy statement/prospectus covers the maximum number of shares of New Aspire Common Stock that may be issued to Aspire Stockholders under the Business Combination Agreement, the shares of New Aspire Common Stock that may be issued upon conversion of the Class A ordinary shares currently held by PowerUp’s public shareholders, and the maximum number of shares that may be issued to the Original Sponsor and the Sponsor (in its capacity as a shareholder of PowerUp, and also inclusive of up to 3,750,000 shares that may be issued to the Sponsor and certain investors as partial consideration for facilitating the extension of certain loans).

On May 18, 2023, PowerUp held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend PowerUp’s Existing Governing Documents to extend the date by which PowerUp must consummate an initial business combination. In connection with the 2023 Extension Meeting, a total of 242 PowerUp shareholders elected to redeem an aggregate of 26,946,271 public shares representing approximately 93.7% of the then outstanding Class A ordinary shares. As a result, approximately $284 million (approximately $10.55 per public share) was removed from the Trust Account to pay such holders and PowerUp had approximately $20 million left in its Trust Account. Following the 2023 Extension Redemption there were 1,803,729 public shares remaining issued and outstanding.

On May 22, 2024, PowerUp held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend PowerUp’s Existing Governing Documents to extend the date by which PowerUp must consummate an initial business combination. In connection with the 2024 Extension Meeting, a total of 84 PowerUp shareholders elected to redeem an aggregate of 1,226,085 public shares representing approximately 68.0% of the outstanding public shares. As a result, approximately $13.8 million (approximately $11.24 per public share) was removed from the Trust Account to pay such holders and PowerUp had approximately $6.5 million left in its Trust Account. Following the 2024 Extension Redemption there are 577,644 public shares remaining issued and outstanding.

As of the date of this proxy statement/prospectus, PowerUp Sponsor LLC (the “Original Sponsor”) and the Sponsor own approximately 92.56% of the issued and outstanding ordinary shares. Because the Initial Shareholders agreed to vote their aggregate 7,187,500 outstanding Class A ordinary shares in favor of each of the proposals, PowerUp will not need any of the public shares to be voted in favor of any of the proposals in order for each proposal to be approved. See “Business Combination Proposal — Related Agreements — Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Letter Agreement.

At Closing, the Sponsor (i) will hold a total of 6,834,333 warrants of New Aspire, which consists solely of warrants currently held by the Sponsor (which it acquired for less than $0.0001 per warrant) and (ii) may hold a total of up to 6,317,500 shares of New Aspire Common Stock, assuming additional Working Capital Loans (as defined in the accompanying proxy statement/prospectus) are entered into prior to Closing, consisting of (a) 4,317,500 shares currently held by the Sponsor (which it acquired for less than $0.0001 per share) and (b) up to 2,000,000 Working Capital Loan Shares (as defined in the accompanying proxy statement/prospectus) to be issued to the Sponsor as partial consideration for the Sponsor entering into certain Working Capital Loans, with such exact number to be equal to the actual dollar amount of principal loaned under Working Capital Loans subsequent to the date of the Business Combination Agreement, which totals $[●] as of the date of the accompanying proxy statement/prospectus. Additionally, pursuant to an administrative services agreement, the Sponsor will be paid all accrued and unpaid administrative fees at Closing. As of the date of this proxy statement/prospectus, the Sponsor is owed $[●] in administrative fees. PowerUp has also agreed to pay the Sponsor, at Closing, $1,000,000 under a promissory note fee agreement (the “Promissory Note Fee Agreement”) dated October 2, 2024. Pursuant to the Promissory Note Fee Agreement, PowerUp and the Sponsor agreed that the Sponsor took a significant risk on behalf of PowerUp by loaning $2,000,000 to PowerUp’s former target company via a convertible promissory note and that Sponsor should be compensated for that risk. As consideration for the foregoing, PowerUp agreed to pay the Sponsor the $1,000,000 fee upon the successful closing of the Business Combination. For more information, see “Summary of the Proxy Statement/Prospectus – Compensation Received by the Sponsor, the Original Sponsor, and Their Affiliates” and “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination.”

At Closing, the Original Sponsor will hold a total of (i) 2,870,000 shares of New Aspire Common Stock, which consists solely of shares currently held by the Original Sponsor (which it originally acquired for approximately $0.0029 per share) and (ii) 2,929,000 warrants of New Aspire, which consists solely of warrants currently held by the Original Sponsor (which it originally acquired for $1.50 per warrant). Additionally, pursuant to the Sponsor Purchase Agreement (as defined in the accompanying proxy statement/prospectus), $1.00 will become due and payable to the Original Sponsor at Closing. For more information, see “Summary of the Proxy Statement/Prospectus – Compensation Received by the Sponsor, the Original Sponsor, and Their Affiliates” and “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination.”

At Closing, pursuant to the Second Subscription Agreements (as defined in the accompanying proxy statement/prospectus), VKSS Capital, LLC (the “Affiliate”) will receive 250,000 shares of PowerUp common stock from the Sponsor. The Affiliate is not receiving additional cash or other compensation in connection with the Business Combination. For more information, see “Summary of the Proxy Statement/Prospectus – Compensation Received by the Sponsor, the Original Sponsor, and Their Affiliates” and “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination.”

The retention of shares by the Sponsor, the Original Sponsor, and the Affiliate, and the potential issuance of Working Capital Loan Shares to the Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming PowerUp shareholders. For more information, see “Questions and Answers for Shareholders of PowerUp – What equity stake will current PowerUp shareholders and current Aspire Stockholders hold in New Aspire immediately after the consummation of the Business Combination?”

When you consider the recommendation of the PowerUp Board in favor of approval of the Business Combination, you should keep in mind that the Initial Shareholders, PowerUp’s directors and officers, and Aspire’s directors and officers may have interests in such proposal that are different from, or in addition to, those of PowerUp shareholders and warrant holders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. PowerUp’s Board concluded that the potentially disparate interests would be mitigated because (i) these interests are disclosed and included in the accompanying proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by PowerUp with any other target business or businesses, and (iii) a significant portion of the consideration to PowerUp’s directors and executive officers was structured to be realized based on the future performance of New Aspire’s Common Stock. In addition, PowerUp’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the PowerUp Board, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Nonetheless, shareholders should take these disparate interests into account in deciding whether to approve the Business Combination. For more information, see “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination.”

PowerUp’s units, public shares and public warrants are currently listed on Nasdaq under the symbols “PWUPU,” “PWUP” and “PWUPW,” respectively. PowerUp will apply for listing, to be effective at the time of the Business Combination, of New Aspire Common Stock and public warrants on Nasdaq under the proposed symbols “ASBP” and “ASBPW,” respectively. It is a condition to the consummation of the Business Combination that PowerUp receive confirmation from Nasdaq that New Aspire has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that PowerUp will obtain such confirmation from Nasdaq, and you may not know whether the listing condition has been met at the time of the extraordinary general meeting. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated.

PowerUp will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at [●], Eastern Time, on [●]. For purposes of the Cayman Islands Companies Act and the Amended and Restated Memorandum and Articles of Association of PowerUp, the physical location of the extraordinary general meeting shall be at the offices of [●] located at [●], or you or your proxyholder will be able to attend and vote at the extraordinary general meeting online by visiting [●] and using a control number assigned by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), our transfer agent. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

Holders of PowerUp’s public shares will have the right to request that PowerUp redeem all or a portion of their public shares for cash. As of September 30, 2024, PowerUp’s Trust Account had a balance of approximately $6.6 million. The parties anticipate needing to raise outside capital through debt or equity financing at, or in connection with, Closing to allow Aspire to meet the $0.00 Minimum Cash Condition, to allow the combined company to meet Nasdaq initial listing requirements as well as demonstrate to Nasdaq its ability to continue to meet the exchange’s on-going listing requirements, and to allow the combined company to satisfy certain obligations and have sufficient working capital. If the parties are unsuccessful at closing a financing concurrent with the Closing of the Business Combination, the Closing likely would not occur even if PowerUp waives the $0.00 Minimum Cash Condition, unless PowerUp and/or Aspire is able to defer, or convert into equity, some or all of their expenses and liabilities. However, as of the date of the proxy statement/prospectus, no parties have affirmatively agreed to waive or convert into equity, any obligations that are, by their terms, repayable in cash. This could result in the parties electing to proceed with the Closing, and the combined company would have to reach an accommodation with its creditors and other counterparties to defer repayment of those obligations and/or the combined company having insufficient cash to fully implement its business and commercialize its products. There is no assurance that any debtors or counterparties will agree to defer obligations owed by the combined company or otherwise agree to accommodations favorable to the combined company.

Moreover, any obligations of the combined company that are not satisfied at closing, or that are deferred at the closing, would result in the combined company carrying additional liabilities on its balance sheet and, in turn, could have an adverse effect on the combined company’s ability to raise additional equity or debt financing after the closing, or result in the combined company raising capital on terms less favorable, and also would result in the combined company needing to reserve or utilize funds for deferred expenses and obligations in lieu of utilizing those funds to further its business operations. Impediments to the combined company’s access to outside capital, and matters that could cause the combined company to scale back or delay the implementation of its business plan would likely delay the on-going development of the combined company’s products and timeline by which hopes to begin generating revenue which would have an adverse effect on the combined company’s results of operations. For more information, see “Summary of the Proxy Statement/Prospectus – Sources and Uses of Funds for the Business Combination.”

PowerUp is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and has elected to take advantage of certain reduced public company reporting requirements. See “Summary of the Proxy Statement/Prospectus — Emerging Growth Company.”

If you have any questions or need assistance voting your ordinary shares, please contact Issuer Direct Corporation, our proxy solicitor, by calling (919) 481-4000, or banks and brokers can call collect at (919) 481-4000, or by emailing proxy@issuerdirect.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://[●].

The accompanying proxy statement/prospectus provides shareholders of PowerUp with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of PowerUp. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation of the board of directors of PowerUp to vote in favor of the proposals described in this proxy statement/prospectus, you should keep in mind that PowerUp’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a shareholder. For instance, the Sponsor, and the officers and directors of PowerUp who have invested in the Sponsor entity, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. See “Business Combination Proposal — Interests of PowerUp’s Directors and Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination” for a further discussion. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 63 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2024, and is first being mailed to PowerUp’s shareholders on or about [●], 2024.

POWERUP ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 371384)
188 Grand Street, Unit #195

New York, NY 10013

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [●]

TO THE SHAREHOLDERS OF POWERUP ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp”), will be held at [●], Eastern Time, on [●], at the offices of [●] located at [●]. The extraordinary general meeting may also be attended virtually over the internet. You will be able to attend the extraordinary general meeting online, vote, and submit your questions during the extraordinary general meeting by visiting [●]. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Election of Directors Proposal, and the Omnibus Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Charter Proposals are conditioned upon the approval of the Organizational Documents Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

These items of business listed above are described in more detail in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on [●] are entitled to notice of, and to vote and have their votes counted at, the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to PowerUp’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of PowerUp’s shareholders are urged to read the proxy statement/prospectus, including the annexes and the documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 63 of the proxy statement/prospectus.

After careful consideration, the board of directors of PowerUp has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and PowerUp Domestication, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination and PowerUp Domestication, and “FOR” all other proposals presented to PowerUp’s shareholders in the proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of PowerUp, you should keep in mind that PowerUp’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination” in the proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request that PowerUp redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], [●] Time, on [●] (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti, PowerUp’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Equiniti in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Equiniti, PowerUp’s transfer agent, New Aspire will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of PowerUp’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on approximately $6.6 million of funds in the Trust Account and 577,644 shares subject to possible redemption, in each case, as of September 30, 2024, this would have amounted to approximately $11.43 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the PowerUp Domestication and, accordingly, it is shares of New Aspire Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of PowerUp — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Original Sponsor, pursuant to the Letter Agreement, and the Sponsor, pursuant to the Sponsor Purchase Agreement, agreed to, among other things, vote all of their shares in favor of the proposals being presented at the extraordinary general meeting in connection with the consummation of the Business Combination and not to redeem any public shares they own. Such shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of the proxy statement/prospectus, the Original Sponsor and the Sponsor own approximately 92.56% of the issued and outstanding ordinary shares. Because the Initial Shareholders agreed to vote their aggregate 7,187,500 outstanding Class A ordinary shares in favor of each of the proposals, PowerUp will not need any of the public shares to be voted in favor of any of the proposals in order for each proposal to be approved. See “Business Combination Proposal — Related Agreements — Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. The Closing of the Business Combination is conditioned on Aspire having no less than $0.00 of available cash, after giving effect to the payment in full of Aspire’s unpaid transaction expenses and PowerUp’s unpaid expenses and liabilities (including, but not limited to, the Working Capital Loans) (the “Minimum Cash Condition”). Therefore, even if the Business Combination Proposal is approved, the Business Combination will not close if Aspire does not have sufficient cash remaining to meet the Minimum Cash Condition.

The parties anticipate needing to raise outside capital through debt or equity financing at, or in connection with, Closing to allow Aspire to meet the Minimum Cash Condition, to allow the combined company to meet Nasdaq initial listing requirements as well as demonstrate to Nasdaq its ability to continue to meet the exchange’s on-going listing requirements, and to allow the combined company to satisfy certain obligations and have sufficient working capital. If the parties are unsuccessful at closing a financing concurrent with the Closing of the Business Combination, the Closing likely would not occur even if PowerUp waives the $0.00 Minimum Cash Condition, unless PowerUp and/or Aspire is able to defer, or convert into equity, some or all of their expenses and liabilities. However, as of the date of the proxy statement/prospectus, no parties have affirmatively agreed to waive or convert into equity, any obligations that are, by their terms, repayable in cash. This could result in the parties electing to proceed with the Closing, and the combined company would have to reach an accommodation with its creditors and other counterparties to defer repayment of those obligations and/or the combined company having insufficient cash to fully implement its business and commercialize its products. There is no assurance that any debtors or counterparties will agree to defer obligations owed by the combined company or otherwise agree to accommodations favorable to the combined company.

Moreover, any obligations of the combined company that are not satisfied at closing, or that are deferred at the closing, would result in the combined company carrying additional liabilities on its balance sheet and, in turn, could have an adverse effect on the combined company’s ability to raise additional equity or debt financing after the closing, or result in the combined company raising capital on terms less favorable, and also would result in the combined company needing to reserve or utilize funds for deferred expenses and obligations in lieu of utilizing those funds to further its business operations. Impediments to the combined company’s access to outside capital, and matters that could cause the combined company to scale back or delay the implementation of its business plan would likely delay the on-going development of the combined company’s products and timeline by which hopes to begin generating revenue which would have an adverse effect on the combined company’s results of operations. For more information, see “Summary of the Proxy Statement/Prospectus – Sources and Uses of Funds for the Business Combination.”

For further discussion on the Minimum Cash Condition, see “Notes to Unaudited Pro Forma Condensed Combined Financial Information” and “Business Combination Proposal – Conditions to Closing of the Business Combination.”

The approval of the Domestication Proposal and the Organizational Documents Proposal each requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Omnibus Incentive Plan Proposal, the Nasdaq Proposal, the Election of Directors Proposal, and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Charter Proposals are conditioned upon the approval of the Organizational Documents Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the proxy statement/prospectus following this notice (including the annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus carefully and in its entirety, including the annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Issuer Direct Corporation, our proxy solicitor, by calling (919) 481-4000, or banks and brokers can call collect at (919) 481-4000, or by emailing proxy@issuerdirect.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of PowerUp Acquisition Corp.,

Surendra Ajjarapu
Chief Executive Officer and Chairman of the Board of Directors

TABLE OF CONTENTS

* To be filed by amendment

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about PowerUp that is not included in or delivered with the document. You may request copies of this proxy statement/prospectus and any other publicly available information concerning PowerUp, without charge, by written request to PowerUp Acquisition Corp., 188 Grand Street, Unit #195, New York, NY 10013, or by telephone request at (347) 313-8109; or from Issuer Direct Corporation, our proxy solicitor, by calling (919) 481-4000, or banks and brokers can call collect at (919) 481-4000, or by emailing proxy@issuerdirect.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for PowerUp’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of PowerUp to be held on [●], you must request the information no later than five business days prior to the date of the extraordinary general meeting, or by [●].

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Aspire’s own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, the following terms shall have the following meanings:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Aspire has been provided by Aspire and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations, assumptions, and beliefs concerning future developments and their potential effects on us and/or Aspire. There can be no assurance that future developments affecting us and/or Aspire will be those that we and/or Aspire have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Aspire) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

Forward-looking statements should be considered in light of these factors and the factors described elsewhere in this proxy statement/prospectus, including in the sections entitled “Risk Factors,” “Aspire’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “PowerUp’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should read these factors and the other cautionary statements made in this proxy statement/prospectus as being applicable to all related forward-looking statements wherever they appear in this proxy statement/prospectus. It is not possible to predict or identify all such risks. Neither we nor Aspire undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable law.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, or makes a decision with respect to redemption of its public shares, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF PowerUp

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to PowerUp’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [●], on [●], at the offices of [●] and virtually via live webcast at [●], unless the extraordinary general meeting is adjourned.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Omnibus Incentive Plan Proposal, the Nasdaq Proposal, the Election of Directors Proposal, and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

In connection with the PowerUp Domestication, prior to the Closing Date, (i) each issued and outstanding Class A ordinary share of PowerUp will convert by operation of law, on a one-for-one basis, into shares of New Aspire Class A Common Stock; and (ii) each issued and outstanding warrant to purchase Class A ordinary shares of PowerUp will automatically represent the right to purchase one share of New Aspire Class A Common Stock at an exercise price of $11.50 per share of New Aspire Class A Common Stock on the terms and conditions set forth in the Warrant Agreement. Immediately following the PowerUp Domestication, (i) the New Aspire Class A Common Stock will be reclassified as New Aspire Common Stock; (ii) the governing documents of PowerUp will be amended and restated and become the certificate of incorporation and the bylaws of New Aspire as described in this proxy statement/prospectus; and (iii) the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Business Combination. Each issued and outstanding PowerUp unit that has not been previously separated into the underlying Class A ordinary shares and the underlying one-half of one PowerUp warrant prior to the PowerUp Domestication will be cancelled and will entitle the holder thereof to one share of New Aspire Common Stock and one-half of one New Aspire warrant, with each whole warrant representing the right to purchase one share of New Aspire Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement. No fractional warrants will be issued upon the separation of units and only whole warrants will trade. Accordingly, unless you hold at least two units of PowerUp, you will not be able to receive or trade a warrant when the units are separated. See “Domestication Proposal” for more information.

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the Existing Governing Documents of PowerUp?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,”, “Organizational Documents Proposal”, “Advisory Charter Proposals,” “Nasdaq Proposal,” “Omnibus Incentive Plan Proposal,” “Election of Directors Proposal,” and “Adjournment Proposal.”

PowerUp will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of PowerUp should read this proxy statement/prospectus carefully.

After careful consideration, the PowerUp Board has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, each of the Advisory Charter Proposals, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the Election of Directors Proposal, and the Adjournment Proposal are in the best interests of PowerUp and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of PowerUp’s directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of PowerUp and its shareholders and what such director(s) may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, PowerUp’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Business Combination Proposal — Interests of PowerUp’s Directors and Executive Officers, the Initial Shareholders, and Aspire’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Based on the PowerUp Board’s due diligence investigations of Aspire and the industry in which it operates, including the financial and other information provided by Aspire in the course of PowerUp’s due diligence investigations, the PowerUp Board believes that the Business Combination with Aspire is in the best interests of PowerUp and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Business Combination Proposal — The PowerUp Board’s Reasons for the Business Combination.”

Although the PowerUp Board believes that the Business Combination with Aspire presents a unique business combination opportunity and is in the best interests of PowerUp and its shareholders, the PowerUp Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The PowerUp Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to Aspire.”

The equity stake held by our non-redeeming public shareholders, the Aspire Stockholders, and the PowerUp Initial Stockholders in New Aspire immediately following consummation of the Business Combination will depend on the number of redemptions from the Trust Account by public shareholders at the Closing as well as various other factors, as described in the assumptions set forth below. The following table illustrates varying ownership levels in New Aspire Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders. Assuming no public shareholder exercises its redemption rights and no additional shares are issued prior to Closing, the Aspire Stockholders will own approximately 75.2% of the shares of New Aspire Common Stock to be outstanding immediately after the Business Combination, public shareholders will own approximately 1.2% of the shares of New Aspire Common Stock, the Original Sponsor will own approximately 6.2% of the shares of New Aspire Common Stock, and the Sponsor will own approximately 13.6% of the shares of New Aspire Common Stock, in each case, based on the number of shares of PowerUp ordinary shares outstanding as of the Record Date. These pro forma ownership percentages also assume the issuance of up to 3,750,000 Working Capital Loan Shares. As discussed elsewhere in this proxy statement/prospectus the parties may need to obtain additional financing from other sources in order to consummate the Business Combination, which may not be available on favorable terms or at all. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts differ from these assumptions, the ownership percentages in New Aspire will be different.

⁽¹⁾ For further details, see “Business Combination Proposal — Consideration to Aspire Stockholders in the Business Combination.”

⁽²⁾ Comprises the shares of New Aspire Common Stock to be issued to the Aspire Stockholders at Closing.

⁽³⁾ Comprises the Working Capital Loan Shares to be issued to the Investors at Closing.

⁽⁴⁾ Comprises the up to 2,000,000 Working Capital Loan Shares that may be issued to the Sponsor at Closing as partial consideration for the Sponsor entering into certain Working Capital Loans, such exact number to be the actual dollar amount of principal loaned subsequent to the date of the Business Combination Agreement, which totals $[●] as of the date of this proxy statement/prospectus.

Shareholders may experience additional dilution to the extent New Aspire issues additional shares after the Closing. The following table illustrates varying ownership levels in New Aspire Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and assumes (a) no public shareholder exercises its redemption rights and no additional shares are issued prior to Closing, (b) the issuance of up to 14,375,000 shares of New Aspire Common Stock underlying PowerUp public warrants, (c) the issuance of up to 9,763,333 shares of New Aspire Common Stock underlying PowerUp private placement warrants (comprised of 2,929,000 private placement warrants held by the Original Sponsor and 6,834,333 private placement warrants held by the Sponsor), and (d) the issuance of 3,750,000 Working Capital Loan Shares. The Aspire Stockholders would own approximately 49.5% of the shares of New Aspire Common Stock to be outstanding immediately after the Business Combination, public shareholders, including holders of the public warrants, would own approximately 21.1% of the shares of New Aspire Common Stock, the Original Sponsor would own approximately 8.2% of the shares of New Aspire Common Stock, and the Sponsor would own approximately 18.7% of the shares of New Aspire Common Stock, in each case, based on the number of shares of PowerUp ordinary shares outstanding as of the Record Date. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts differ from these assumptions, the ownership percentages in New Aspire will be different.

⁽¹⁾ For further details, see “Business Combination Proposal — Consideration to Aspire Stockholders in the Business Combination.”

⁽²⁾ Comprises the shares of New Aspire Common Stock to be issued to the Aspire Stockholders at Closing.

⁽³⁾ Assumes exercise of 14,375,000 Public Warrants at an exercise price of $11.50 per share.

⁽⁴⁾ Assumes exercise of 9,763,333 Private Placement Warrants at an exercise price of $11.50 per share.

⁽⁵⁾ Comprises the Working Capital Loan Shares to be issued to the Investors at Closing.

⁽⁶⁾ Comprises the up to 2,000,000 Working Capital Loan Shares that may be issued to the Sponsor at Closing as partial consideration for the Sponsor entering into certain Working Capital Loans, such exact number to be the actual dollar amount of principal loaned subsequent to the date of the Business Combination Agreement, which totals $[●] as of the date of this proxy statement/prospectus.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, the Aspire Stockholders shall collectively be entitled to receive, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Common Stock with an aggregate value equal to (a) $350 million less (b) the amount by which Aspire’s cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspire’s Indebtedness at Closing. For further details, see “Business Combination Proposal — Consideration to Aspire Stockholders in the Business Combination.”

Furthermore, even in the case of a transaction, such as the PowerUp Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Public Shares or PowerUp private or public warrants (collectively, “PowerUp Warrants”) may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares or PowerUp Warrants for (x) New Aspire Class A Common Stock or (y) New Aspire private or public warrants (collectively, “New Aspire Warrants”) pursuant to the PowerUp Domestication under the passive foreign investment company (“PFIC”) rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging PowerUp Warrants for newly issued New Aspire Warrants in the PowerUp Domestication) must recognize gain equal to the excess, if any, of the fair market value of the New Aspire Class A Common Stock or New Aspire Warrants received in the PowerUp Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares or PowerUp Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because PowerUp is a blank check company with no current active business, we believe that PowerUp may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of Public Shares or PowerUp Warrants to recognize gain on the exchange of such shares or warrants for New Aspire Class A Common Stock or New Aspire Warrants pursuant to the PowerUp Domestication, unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Public Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s PowerUp Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of PowerUp. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the PowerUp Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences of the PowerUp Domestication and Redemption to Public Shareholders—U.S. Holders—PFIC Considerations.”

Additionally, the PowerUp Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the PowerUp Domestication and Redemption to Public Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of New Aspire Common Stock after the PowerUp Domestication.

The tax consequences of the PowerUp Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the PowerUp Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the PowerUp Domestication, including with respect to PowerUp Warrants, see “Material U.S. Federal Income Tax Consequences of the PowerUp Domestication and Redemption to Public Shareholders.”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Pursuant to the Letter Agreement, the Original Sponsor, the Sponsor, and PowerUp’s officers and directors have waived their redemption rights with respect to all of their founder shares and public shares in connection with the completion of PowerUp’s initial business combination and any proposed amendment to the Existing Governing Documents prior to the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per share redemption price. The Original Sponsor, the Sponsor, and PowerUp’s officers and directors entered into the Letter Agreement in order to induce PowerUp and the Citigroup to (i) enter into the Underwriting Agreement by and between PowerUp and Citigroup, as representative of the several underwriters (the “Underwriters”), dated February 17, 2022 (the “Underwriting Agreement”) and (ii) to proceed with the initial public offering of PowerUp, which was consummated on February 23, 2022 (the “initial public offering”). The parties to the Letter Agreement agreed that if PowerUp seeks shareholder approval of an initial business combination, then in connection with such initial business combination, they shall vote all founder shares and any public shares held by them in favor of such initial business combination (and not redeem any founder shares or public shares held by them in connection with such shareholder approval.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], [●] Eastern Time, on [●] (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

The address of Equiniti, PowerUp’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti, PowerUp’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, based on approximately $6.6 million of funds in the Trust Account and 577,644 shares subject to possible redemption, in each case, as of September 30, 2024, this would have amounted to approximately $11.43 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting, or thereafter with PowerUp’s consent until the Closing. If you deliver your shares for redemption to Equiniti, PowerUp’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that PowerUp’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Equiniti, PowerUp’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Equiniti, PowerUp’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Equiniti, PowerUp’s transfer agent, at least two business days prior to the scheduled vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the PowerUp Domestication and, accordingly, it is shares of New Aspire Common Stock that will be redeemed immediately after consummation of the Business Combination. If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Following the Closing, New Aspire may redeem your public warrants prior to their exercise at any time, including a time that may be disadvantageous to you thereby making such warrants worthless. New Aspire will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of New Aspire Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the warrants become redeemable, New Aspire may not exercise its redemption right unless there is a current registration statement in effect with respect to the shares of New Aspire Common Stock underlying such warrants.

Pursuant to the Warrant Agreement, New Aspire is required to maintain a current prospectus relating to those shares until the warrants expire or are redeemed. If a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60^th business day after the Closing, holders of warrants may, until such time as there is an effective registration statement and during any period when New Aspire will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In the event New Aspire determines to redeem the warrants, holders would be notified of such redemption as described in the Warrant Agreement. New Aspire would be required to fix a date for the redemption and mail a notice of redemption not less than 30 days prior to the redemption date to the registered holders of the warrants at their last addresses as they appear on the registration books. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New Aspire posting of the redemption notice to DTC.

Redemption of the outstanding public warrants could force you to (i) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants, or (iii) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

See “Description of the New Aspire Securities — Warrants — Public Shareholders’ Warrants” and “Risk Factors — Risks Related to the Business Combination and PowerUp — New Aspire may redeem a warrant holder’s unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants worthless.”

Any Trust Account proceeds remaining following redemptions of public shares will be released to us to fund the operations of New Aspire following the Closing.

The parties anticipate needing to raise outside capital through debt or equity financing at, or in connection with, Closing to allow Aspire to meet the Minimum Cash Condition, to allow the combined company to meet Nasdaq initial listing requirements as well as demonstrate to Nasdaq its ability to continue to meet the exchange’s on-going listing requirements, and to allow the combined company to satisfy certain obligations and have sufficient working capital. If the parties are unsuccessful at closing a financing concurrent with the Closing of the Business Combination, the Closing likely would not occur even if PowerUp waives the $0.00 Minimum Cash Condition, unless PowerUp and/or Aspire is able to defer, or convert into equity, some or all of their expenses and liabilities. However, as of the date of the proxy statement/prospectus, no parties have affirmatively agreed to waive or convert into equity, any obligations that are, by their terms, repayable in cash. This could result in the parties electing to proceed with the Closing, and the combined company would have to reach an accommodation with its creditors and other counterparties to defer repayment of those obligations and/or the combined company having insufficient cash to fully implement its business and commercialize its products. There is no assurance that any debtors or counterparties will agree to defer obligations owed by the combined company or otherwise agree to accommodations favorable to the combined company.

Moreover, any obligations of the combined company that are not satisfied at closing, or that are deferred at the closing, would result in the combined company carrying additional liabilities on its balance sheet and, in turn, could have an adverse effect on the combined company’s ability to raise additional equity or debt financing after the closing, or result in the combined company raising capital on terms less favorable, and also would result in the combined company needing to reserve or utilize funds for deferred expenses and obligations in lieu of utilizing those funds to further its business operations. Impediments to the combined company’s access to outside capital, and matters that could cause the combined company to scale back or delay the implementation of its business plan would likely delay the on-going development of the combined company’s products and timeline by which hopes to begin generating revenue which would have an adverse effect on the combined company’s results of operations. For more information, see “Summary of the Proxy Statement/Prospectus – Sources and Uses of Funds for the Business Combination.”

Following the 2024 Extension Redemption, PowerUp had approximately $6.5 million left in its Trust Account.

As a result of redemptions, the trading market for the New Aspire Common Stock may be less liquid than the market for the public shares was prior to the consummation of the Business Combination and New Aspire may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Aspire’s business will be reduced. If the Trust Account proceeds that would be available to New Aspire following the redemption deadline are less than expected, New Aspire will have less cash available to pursue its anticipated growth strategies and new initiatives. As a result, New Aspire’s results of operations and financial condition may be worse than projected.

The table below presents the trust value per share to a public shareholder that elects not to redeem across a range of redemption scenarios. For purposes of calculating the redemption scenarios, the trust value date as of September 30, 2024 is used.

⁽¹⁾ Includes the number of shares of New Aspire Common Stock to be held by (i) the Aspire Stockholders, (ii) the Initial Shareholders, and (iii) the PowerUp public shareholders. Does not include the issuance of up to (i) 14,375,000 shares upon exercise of the Public Warrants at a price of $11.50 per share, (ii) 9,763,333 shares upon exercise of the Private Placement Warrants at a price of $11.50 per share, or (iii) up to 3,750,000 Working Capital Loan Shares.

⁽²⁾ Represents the total value of the New Aspire Common Stock calculated by multiplying the number of Total Shares Outstanding Excluding Warrants by the Per Share Value.

As indicated above, the percentage of the total number of outstanding shares of New Aspire Common Stock that will be owned by PowerUp’s public shareholders as a group and by the other holders presented in the tables will vary based on the number of public shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of New Aspire Common Stock issued in any additional financing. The table and footnote above illustrate varying ownership levels in New Aspire, as well as possible sources and extents of dilution for non-redeeming public stockholders. All of the scenarios assume that no additional capital is contributed and that the funds in the trust account are the only source of capital. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by PowerUp’s existing shareholders in New Aspire will be different.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

As of the record date, PowerUp had 7,765,144 ordinary shares issued and outstanding. PowerUp shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. 7,187,500 ordinary shares are subject to the Letter Agreement, pursuant to which the Initial Shareholders and Original Sponsor have agreed to vote all of their shares in favor of the Business Combination. For additional information regarding the Letter Agreement, see “Business Combination Proposal — Related Agreements — Letter Agreement.”

Because the Initial Shareholders have agreed to vote their aggregate 7,187,500 outstanding Class A ordinary shares in favor of each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Election of Directors Proposal, and the Omnibus Incentive Plan Proposal, each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Election of Directors Proposal, and the Omnibus Incentive Plan Proposal will be approved even if none of the public shares are voted in favor of any of Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Election of Directors Proposal, and the Omnibus Incentive Plan Proposal.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding PowerUp or its securities, the Sponsor, Original Sponsor, Aspire and/or Aspire’s or PowerUp’s respective directors, officers, advisors or affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of PowerUp’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Initial Shareholders, Aspire and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) increase the likelihood of satisfaction of the requirement that the Business Combination Proposal, each Advisory Charter Proposal, the Nasdaq Proposal, the Omnibus Incentive Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal are approved by a resolution of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter; (ii) increase the likelihood of satisfaction of the requirement that the Domestication Proposal and the Organizational Documents Proposal are each approved by a resolution of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter; and (iii) otherwise limit the number of public shares electing to redeem their public shares.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or purchases by any of the aforementioned persons.