Item 1.01. Entry into a Material Definitive
Agreement.
On
April 27, 2023, PowerUp Sponsor LLC (the “Sponsor”), the sponsor of PowerUp Acquisition Corp. (the “Company”),
and the Company, entered into a Non-Redemption Agreement and Assignment of Economic Interest (the “Non-Redemption Agreement”)
with an unaffiliated third party in exchange for such third party agreeing not to redeem (or to validly rescind any redemption requests
on) an aggregate of 150,000 Class A ordinary shares of the Company, par value $0.0001 per share, (the “Non-Redeemed Shares”),
at the extraordinary general meeting called by the Company (the “Extraordinary General Meeting”) to seek shareholder
approval of, among other things, an extension of time for the Company to consummate an initial business combination (the “Extension
Amendment Proposal”) from May 23, 2023 to May 23, 2024, or such earlier date as determined by the board of directors of the
Company in its sole and absolute discretion (the “Extension”). In exchange for the foregoing commitment not to redeem
such shares, the Sponsor has agreed to transfer to such investor an aggregate of 75,000 Class B ordinary shares of the Company, par value
$0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination if such investor continues
to hold such Non-Redeemed Shares through the Extraordinary General Meeting. The Non-Redemption Agreement is not expected to increase the
likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in the
Company’s trust account following the Extraordinary General 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes,
and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but
are not limited to, the Extension Amendment Proposal, possible business combinations and related matters, as well as all other statements
other than statements of historical fact included in the Company’s proxy statement filed with the Securities and Exchange Commission
(“SEC”) on April 21, 2023 (the “Definitive Proxy Statement”).
The forward-looking statements
contained in this Current Report are based on our current expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) 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, those factors described under the heading “Item 1A. Risk Factors” of our Annual
Report on Form 10-K filed with the SEC on March 21, 2023, in this Current Report, the Definitive Proxy Statement and in other reports
the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no 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 securities laws.
All such forward-looking statements
speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral
forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this
“Cautionary Note Regarding Forward-Looking Statements” section.
No Offer or Solicitation
This Current Report shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also 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 states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to 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, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors,
shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents filed by the Company with
the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders
may obtain copies of the Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or
by directing a request to the Company’s proxy solicitor, Advantage Proxy, at P.O. Box 13581, Des Moines, WA 98198, Toll Free: 877-870-8565,
Collect: 206-870-8565.
