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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 22, 2024
PowerUp
Acquisition Corp.
(Exact
Name of Registrant as Specified in Its Charter)
Cayman
Islands |
|
001-41293 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
188
Grand Street Unit #195
New
York, NY 10013
(Address
of Principal Executive Offices)
(347)
313-8109
(Registrant’s
Telephone Number)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
PWUPU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares, par value $0.0001 per share, included as part of the Units |
|
PWUP |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units |
|
PWUPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
In
connection with the extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for May
17, 2024 and was postponed to 2:00 p.m. Eastern Time, on Wednesday, May 22, 2024, PowerUp Acquisition Corp. (the “Company”)
and SRIRAMA Associates, LLC (the “Sponsor”) are entering into a non-redemption agreement (the “Non-Redemption Agreements”)
with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption
requests on) a to be determined amount of the Company’s Class A ordinary shares (the “Non-Redeemed Shares”) in connection
with the Meeting. In exchange for the foregoing commitment not to redeem such shares, for every 150,000 Non-Redeemed Shares, the Sponsor
has agreed to transfer to such shareholders 25,000 Class A ordinary shares of the Company currently held by the Sponsor and 25,000 Class
A ordinary shares which will be issued to the Sponsor upon the closing of the Company’s initial business combination. The Non-Redemption
Agreement will increase the amount of funds that remain in the Company’s trust account following the Meeting.
The
foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees may be deemed participants in the solicitation
of proxies from the Company’s shareholders with respect to the Meeting, the proposals, and related matters. Information regarding
the Company’s directors and executive officers is available in Company’s Definitive Proxy Statement on Schedule 14A filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2024 (the “Proxy Statement”).
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
are contained in the Proxy Statement.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Additional
Information
The
Company has filed a Proxy Statement with the SEC in connection with the Meeting and, beginning on or about May 1, 2024, mailed the Proxy
Statement and other relevant documents to its shareholders as of the April 2, 2024 record date for the Meeting. The Company’s shareholders
and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company’s solicitation of proxies for the Meeting because these documents contain important
information about the Company, the proposals, and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to: PowerUp Acquisition
Corp., 188 Grand Street Unit #195, New York, NY 10013, Attention: Mr. Suren Ajjarapu.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Form 8-K”)
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements regarding the meeting and related matters, as well as all other statements
other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly
reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
POWERUP
ACQUISITION CORP. |
|
|
|
|
By:
|
/s/
Surendra Ajjarapu |
|
|
Surendra
Ajjarapu |
|
|
Chief
Executive Officer |
|
|
|
Date:
May 22, 2024 |
|
|
Exhibit 10.1
FORM
OF
NON-REDEMPTION
AGREEMENT
AND
ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024
by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware
limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds PWUP Class A ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior
to PWUP’s initial public offering (the “Founder Shares”);
WHEREAS,
PWUP will issue the Sponsor additional PWUP Class A ordinary shares, par value $0.0001 per share at the closing of the Initial Business
Combination (the “New Issued Shares”);
WHEREAS,
PWUP expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of seeking shareholder
approval of, among other things, an amendment to PWUP’s Amended and Restated Memorandum and Articles of Association (the “M&A”,
and such amendment the “M&A Amendment”) to extend the date by which PWUP must consummate an initial business combination
(the “Initial Business Combination”) until February 17, 2025 (the “Extension”);
WHEREAS,
the M&A provides that a shareholder of PWUP may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as
part of the units in PWUP’s initial public offering (whether they were purchased in our initial public offering or thereafter in
the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”)
in connection with the M&A Amendment, on the terms set forth in the M&A (“Redemption Rights”);
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from
the Sponsor, that number of Founder Shares (which will be subject to lock up restrictions) and New Issued Shares (which will not be subject
to lock up restrictions) set forth opposite such Investor’s name on Exhibit A (the “Assigned Securities”),
to be transferred to Investor in connection with PWUP’s completion of its Initial Business Combination, and, prior to the transfer
of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Founder Shares to Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor, PWUP and the Sponsor hereby agree as follows:
|
1.1. |
Upon
the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor
holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights
with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and the Company
meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the
Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A,
and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities
that the Sponsor has agreed to assign to Investor. “Investor Shares” shall mean [450,000] Public Shares. The Sponsor
and PWUP agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern
on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to
reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed
[450,000] Public Shares. |
|
|
|
|
1.2. |
The
Sponsor and Investor hereby agree that the assignment and transfer of the Assigned Securities shall be subject to the conditions
that (i) the Initial Business Combination is consummated; and (ii) with respect to the Founder Shares, Investor (or its Permitted
Transferees, as such term is defined in that certain Letter Agreement, dated February 17, 2022, by and among PWUP, PowerUp Sponsor,
LLC (the “Original Sponsor”), and PWUP’s officers and directors, as it exists on the date hereof, the “Letter
Agreement”) executes a joinder to the Letter Agreement set forth as Exhibit B to this Agreement. |
|
|
|
|
|
Upon
the satisfaction of the foregoing conditions, as applicable, the Sponsor shall promptly transfer (and no later than two (2) business
days following the closing of the Initial Business Combination) the Assigned Securities to Investor (or its Permitted Transferees)
free and clear of any liens or other encumbrances, other than restrictions on transfer imposed by the securities laws, and any successor
or similar agreement entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive
than what is agreed to by the Sponsor), and, with respect to the Founder Shares, those restrictions set forth in Section 7 of the
Letter Agreement. The Sponsor and PWUP covenant and agree to facilitate such transfer to Investor (or its Permitted Transferees)
in accordance with the foregoing. |
|
|
|
|
1.3. |
Adjustment
to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination,
subdivision or reclassification of the Ordinary Shares of PWUP or other similar event, then, as of the effective date of such consolidation,
combination, subdivision, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in
proportion to such increase or decrease in the Ordinary Shares of PWUP. |
|
1.4. |
Merger
or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger
involving PWUP in which its Ordinary Shares are converted into or exchanged for securities, cash or other property, then, following
any such reorganization, recapitalization, reclassification, consolidation or merger before the assignment and transfer of the Assigned
Securities pursuant to Section 1.1, in lieu of ordinary shares of PWUP, the Sponsor shall transfer, with respect to each Founder
Share to be transferred hereunder, upon the Sponsor’s receipt thereof, the kind and amount of securities, cash or other property
into which such Assigned Securities converted or exchanged and the Economic Interest shall be with respect to such kind and amount
of securities, cash or other property. |
|
|
|
|
1.5. |
Forfeitures,
Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs
for any reason on the Assigned Securities. |
|
|
|
|
1.6. |
Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver the Assigned
Securities to Investor by transfer of book-entry shares effected through PWUP’s transfer agent. The parties to this Agreement
agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate
to carry out the purposes and intent of this Agreement. |
|
|
|
|
1.7. |
Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor under this Agreement, the Sponsor hereby
assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain Registration
Rights Agreement, dated February 17, 2022, by and among PWUP and the Original Sponsor (as it exists on the date of the Agreement,
the “Registration Rights Agreement”), and hereby represents and confirms to Investor that, upon Investor’s
receipt of the Assigned Securities, (i) Investor shall be an “Investor” under the Registration Rights Agreement and (ii)
the Assigned Securities shall be “Registrable Securities” under the Registration Rights Agreement. This Agreement constitutes
the Sponsor’s written notice to PWUP of such assignment in accordance with the Registration Rights Agreement (if required).
Investor shall execute a joinder to the Registration Rights Agreement, set forth as Exhibit B to this Agreement, pursuant
to which, Investor will be bound by the terms and provisions of the Registration Rights Agreement as an “Investor” thereunder
with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. For the avoidance
of doubt, the New Issued Shares will be considered Registrable Securities for purposes of the Registration Rights Agreement. |
|
|
|
|
1.8. |
Joinder
to Letter Agreement. In connection with the transfer of the Founder Shares to Investor, Investor shall execute a joinder to the
Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”)
pursuant to which Investor shall agree with PWUP to be bound solely by Section 7 of the Letter Agreement solely with respect to the
Founder Shares and by the terms and provisions of the Registration Rights Agreement as an “Investor” thereunder with
respect to the Founder Shares (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything
in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Founder Shares from any transfer
or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement to the same extent as the Sponsor is released
from such restrictions with respect to its remaining Founder Shares. For the avoidance of doubt, the Letter Agreement is not applicable
to the New Issued Shares. |
|
1.9. |
Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure of PWUP’s shareholders
to approve the Extension at the Meeting, (b) the fulfillment of all obligations of parties hereto, (c) the liquidation or dissolution
of PWUP, (d) the mutual written agreement of the parties hereto; or (e) if Investor exercises its Redemption Rights with respect
to any Investor Shares in connection with the Meeting and such Investors Shares are actually redeemed in connection with the Meeting.
Notwithstanding any provision in this Agreement to the contrary, the Sponsor’s obligation to transfer the Assigned Securities
to Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Section 1.2 and (ii) such Investor Shares
not being redeemed in connection with the Meeting. |
2. |
Assignment
of Economic Interest. |
|
2.1. |
Upon
satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title
and interest in and to that number of Founder Shares set forth on Exhibit A (the “Economic Interest”),
subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends
and other distributions made by the Sponsor allocated to that number of Founder Shares set forth on Exhibit A represented
by the Founder Shares held directly by the Sponsor. |
|
|
|
|
2.2. |
If
at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification
or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event,
the number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding
Founder Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii)
a reclassification of the share capital of PWUP, in each case in connection with the closing of the Initial Business Combination. |
|
|
|
|
2.3. |
Investor
acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Founder Shares or Economic Interest,
or to vote with respect to any Founder Shares, and it has no right to vote Founder Shares prior to transfer of any such shares to
Investor pursuant to this Agreement. |
|
|
|
|
2.4. |
Investor
acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends
or distributions concurrently with the transfer of the Founder Shares to such Investor pursuant to Section 1. |
|
2.5. |
If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor
shall at such time automatically assign its Economic Interest in such Founder Shares back to the Sponsor, for no consideration. |
3. |
Representations,
Warranties and Covenants of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
|
3.1. |
No
Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Assigned Securities. |
|
|
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|
3.2. |
Accredited
Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made
in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act
and similar exemptions under state law. |
|
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3.3. |
Intent.
Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s own account (and/or for the
account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the
Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity except as may
be permitted hereunder. |
|
|
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|
3.4. |
Restrictions
on Transfer; Trust Account; Redemption Rights. |
|
3.4.1. |
Investor
acknowledges and agrees that, prior to their transfer hereunder, the Founder Shares are, and following any transfer to Investor may
continue to be, subject to the transfer restrictions as set forth in Section 7 of the Letter Agreement. |
|
|
|
|
3.4.2. |
Investor
acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind in or
to, any monies held in the trust account into which the proceeds of PWUP’s initial public offering were deposited (the “Trust
Account”) or distributed as a result of any liquidation of the Trust Account. |
|
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3.4.3. |
Investor
agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only by PWUP, to waive any right that it
may have to elect to have PWUP redeem any Investor Shares in connection with the Extension and agrees not to redeem or otherwise
exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the
Investor Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or
prohibit Investor’s ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares
(other than the Investor Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion and at
any time after the date of the Meeting. |
|
3.4.4. |
Investor
acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in the United
States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor
decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold, pledged
or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to
an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available
exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest therein
is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to PWUP an opinion of
counsel satisfactory to PWUP that registration is not required with respect to the Assigned Securities to be transferred. Absent
registration or another available exemption from registration, Investor agrees it will not transfer the Assigned Securities. |
|
3.5. |
Sophisticated
Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the
Assigned Securities. |
|
|
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|
3.6. |
Risk
of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial risks.
Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement, the Operating Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor
LLC Agreement”), and, with respect to the Founder Shares, the Letter Agreement pertaining to transferability. Investor is able
to bear the economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a complete
loss of such investment. |
|
|
|
|
3.7. |
Independent
Investigation. Investor has relied upon an independent investigation of PWUP and has not relied upon any information or representations
made by any third parties or upon any oral or written representations or assurances, express or implied, from the Sponsor or any
representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with the business, operations
and financial condition of PWUP and has had an opportunity to ask questions of, and receive answers from PWUP’s management
concerning PWUP and the terms and conditions of the proposed sale of the Assigned Securities and has had full access to such other
information concerning PWUP as Investor has requested. Investor confirms that all documents that it has requested have been made
available and that Investor has been supplied with all of the additional information concerning this investment which Investor has
requested. Investor has reviewed the Letter Agreement and acknowledged the restrictions on the Founder Shares contained in Section
7 therein. |
|
3.8. |
Organization
and Authority. If an entity, Investor is duly organized and existing under the laws of the jurisdiction in which it was organized
and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement and perform all
the obligations required to be performed by Investor hereunder. |
|
|
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3.9. |
Non-U.S.
Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition,
holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial
ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction. |
|
|
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|
3.10. |
Authority.
This Agreement has been validly authorized, executed and delivered by Investor and, assuming due authorization, execution and delivery
by the Sponsor and PWUP, is a valid and binding agreement enforceable against Investor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws
or principles of public policy. |
|
|
|
|
3.11. |
No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any agreement
or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any order,
judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to prevent
Investor from fulfilling its obligations under this Agreement. |
|
|
|
|
3.12. |
No
Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except for any statements
or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel and advisors and
not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents for any reason
whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor, PWUP,
the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. |
|
3.13. |
Reliance
on Representations and Warranties. Investor understands that the Assigned Securities are being offered and sold to Investor in
reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions. |
|
|
|
|
3.14. |
No
General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any general solicitation
or general advertising within the meaning of Regulation D under the Securities Act, including but not limited to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio
or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. |
|
|
|
|
3.15. |
Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the
acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
4. |
Representations
and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
|
4.1. |
Power
and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as a limited
liability company under the laws of the Delaware and possesses all requisite limited liability company power and authority to enter
into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the assignment,
sale and transfer the Assigned Securities. |
|
|
|
|
4.2. |
Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken. This
Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy. |
|
4.3. |
Title
to Securities. The Sponsor is with respect to the Founder Shares and will be as of the Initial Business Combination with respect
to the New Issued Shares the record and beneficial owner of, and has good and marketable title to, the Assigned Securities and will,
immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the Assigned Securities,
in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting
trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions pursuant to Section 7 of the
Letter Agreement applicable to the Founder Shares, restrictions on transfer imposed by the securities laws, and any successor or
similar agreement entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive
than what is agreed to by the Sponsor)). The Assigned Securities to be transferred, when transferred to Investor as provided herein,
will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts,
proxies and other arrangements or restrictions of any kind (other than transfer restrictions pursuant to Section 7 of the Letter
Agreement applicable to the Founder Shares, restrictions on transfer imposed by the securities laws, and any successor or similar
agreement entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive
than what is agreed to by the Sponsor)). The Assigned Securities are or will be, as applicable, duly authorized, validly issued,
fully paid and non- assessable. |
|
|
|
|
4.4. |
No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC
Agreement, (ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement
and the Sponsor LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment
or decree to which the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or transfer the Assigned Securities in accordance with
the terms hereof. |
|
|
|
|
4.5. |
No
General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation or general advertising
within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting
whose attendees have been invited by any general solicitation or general advertising. |
|
|
|
|
4.6. |
Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the
sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
|
|
|
|
4.7. |
Transfer
Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing the
economic benefit of the Founder Shares. |
|
|
|
|
4.8. |
Reliance
on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon the truth and accuracy
of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement. |
|
4.9. |
No
Pending Actions. There is no action pending against the Sponsor or PWUP or, to the knowledge of the Sponsor, threatened against
the Sponsor or PWUP, before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent,
enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. |
5. |
Trust
Account. Until the earlier of (a) the consummation of PWUP’s initial business combination; (b) the liquidation of the Trust
Account, PWUP will maintain the investment of funds held in the Trust Account in interest-bearing United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or maintain such funds
in cash in an interest-bearing demand deposit account at a bank. PWUP further confirms that it will not utilize any funds from its
Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption
of the Public Shares, including, but not limited to, in connection with the Extension and with a liquidation of PWUP if it does not
effect a business combination prior to its termination date. PWUP further confirms it will not utilize any funds from its Trust Account
to pay any potential dissolution expenses in connection with a liquidation of PWUP if it does not effect a business combination prior
to its termination date. |
|
|
6. |
Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to
a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect
to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction
of the United States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough
of Manhattan, State of New York, which submission shall be exclusive. |
|
|
7. |
Assignment;
Entire Agreement; Amendment. |
|
7.1. |
Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the Sponsor or Investor
to any person that is not an affiliate of such party shall require the prior written consent of the other party. |
|
|
|
|
7.2. |
Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them relating to the
subject matter hereof. |
|
7.3. |
Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought. |
|
|
|
|
7.4. |
Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
8. |
Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or
sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt
of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party
has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party. |
|
|
9. |
Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
|
|
10. |
Survival;
Severability |
|
10.1. |
Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated
hereby. |
|
|
|
|
10.2. |
Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party. |
11. |
Headings.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement. |
|
|
12. |
Disclosure;
Waiver. In connection with the entry into this agreement, (and in any event not later than 9:30am New York City time on the business
day immediately following the date hereof) PWUP will file (to the extent that it has not already filed) a Current Report on Form
8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this
Agreement. Upon the filing, Investor shall not be in possession of any material, nonpublic information received from Sponsor or PWUP
or any of its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such
disclosure is accurate. PWUP agrees that the name of the investor shall not be included in any public disclosures related to this
Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess
or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all
claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known
or unknown, against the Sponsor or any of PWUP’s officers, directors, employees, agents, affiliates, subsidiaries, successors
or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this
Agreement, including any potential business combination involving PWUP, including without limitation, any claims arising under Rule
10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section
3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated
by this Agreement. PWUP shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the
Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form
8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all
material terms of the transactions contemplated hereby and any other material, nonpublic information that PWUP has provided to Investor
at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to PWUP’s knowledge,
Investor shall not be in possession of any material, nonpublic information received from PWUP or any of its officers, directors or
employees. |
|
|
13. |
Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed
to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters,
and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert
any such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
|
|
14. |
Most
Favored Nation. In the event the Sponsor or PWUP has entered into or enters one or more other non-redemption agreements before
or after the execution of this Agreement in connection with the Meeting, the Sponsor and PWUP represent that the terms of such other
agreements are not materially more favorable in the aggregate to such other investors thereunder than the terms of this Agreement
are in respect of the Investor. For the avoidance of doubt, the Sponsor and PWUP hereby acknowledge and agree that a ratio of Investor
Shares to Assigned Securities in any such other non-redemption agreement that is more favorable to any other investor party to such
other agreement than such ratio in this Agreement is to Investor would be materially more favorable to such other investor. In the
event that another investor is afforded any such more favorable terms than the Investor, the Insider shall promptly inform the Investor
of such more favorable terms in writing, and the Investor shall have the right to elect to have such more favorable terms included
herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. |
[remainder
of page intentionally left blank; signature page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
INVESTOR:
[●] |
|
|
|
|
By:
|
|
|
Name:
|
[●] |
|
Title:
|
[●] |
|
|
|
|
COMPANY:
POWERUP ACQUISITION CORP. |
|
|
|
|
By:
|
|
|
Name:
|
Suren
Ajjarapu |
|
Title:
|
Chief
Executive Officer |
|
|
|
|
SPONSOR:
SRIRAMA ASSOCIATES, LLC |
|
|
|
|
By:
|
|
|
Name:
|
Suren
Ajjarapu |
|
Title:
|
Managing
Member |
[Signature
Page to Non-Redemption Agreement and Assignment of Economic Interest]
EXHIBIT
A
Assigned
Securities
Investor |
|
Founder
Shares |
|
New
Issued Shares |
|
Number
of
Public
Shares to
be
Held as
Investor
Shares |
[●]
Address:
[●]
SSN/EIN:
[●] |
|
[75,000]
Class A
Ordinary
Shares |
|
[75,000]
Class A
Ordinary
Shares |
|
[450,000]
Class A
Ordinary
Shares |
EXHIBIT
B
FORM
OF JOINDER TO LETTER AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT
May
[●], 2024
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of May 21, 2024 (the “Agreement”),
by and among the undersigned investors (collectively, “Investor”), PowerUp Acquisition Corp. (the “Company”)
and SRIRAMA Associates, LLC (the “Sponsor”), pursuant to which Investor shall be entitled to acquire securities of
the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in
the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall, with respect to the Founder
Shares, become a party to that certain Letter Agreement, dated February 17, 2022, by and among the Company, PowerUp Sponsor LLC (the
“Original Sponsor”), and the Company’s officers and directors (as it exists on the date of the Agreement, the “Letter
Agreement”), solely with respect to Section 7 of the Letter Agreement, and shall be bound by, and shall be subject to the restrictions
set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect
to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer its Assigned Securities to its affiliates;
and (ii) shall become a party to that certain Registration Rights Agreement, dated February 17, 2022, by and among the Company and the
Original Sponsor (as it exists on the date of the Agreement, the “Registration Rights Agreement”), and shall be bound
by the terms and provisions of the Registration Rights Agreement as an Investor (as defined therein) and entitled to the rights of an
Investor under the Registration Rights Agreement and the Assigned Securities (together with any other equity security of the Company
issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection with
a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other shareholders of the Company signatory thereto.
This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.
[remainder
of page intentionally left blank; signature page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this joinder to be duly executed as of the date first above written.
|
INVESTOR:
[●] |
|
|
|
|
By: |
|
|
Name:
|
[●] |
|
Title:
|
[●] |
ACKNOWLEDGED
AND AGREED: |
|
|
|
|
POWERUP
ACQUISITION CORP. |
|
|
|
|
By:
|
|
|
Name:
|
Suren
Ajjarapu |
|
Title:
|
Chief
Executive Officer |
|
[Signature
Page to Joinder Agreement]
v3.24.1.1.u2
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|
May 22, 2024 |
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|
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PowerUp Acquisition (NASDAQ:PWUPW)
過去 株価チャート
から 5 2024 まで 6 2024
PowerUp Acquisition (NASDAQ:PWUPW)
過去 株価チャート
から 6 2023 まで 6 2024