Material Agreement - Form 425

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on August 26, 2024, PowerUp Acquisition Corp. (the "Company") entered into an Agreement and Plan of Merger by and among the Company, PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("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") (as may be amended and/or restated from time to time, the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, among other things, the parties will effect the merger of Merger Sub with and into Aspire (together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Aspire continuing as the surviving entity and a wholly owned subsidiary of the Company.

As also previously disclosed, on September 5, 2024, and in connection with the due diligence process, the parties entered into an Amendment Agreement (the "Amendment Agreement"). The Amendment Agreement: (i) adjusted the Merger Consideration to be consistent with the aggregate post-Closing ownership percentage of the Aspire stockholders that the parties had anticipated to be reflected in the consummation of the Business Combination, (ii) adjusted the size of the pool of available equity in the equity incentive plan for the initial fiscal year following Closing to be consistent with what the parties had anticipated to be reflected in the consummation of the Business Combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

On October 9, 2024, the parties agreed it is in their best collective interests to allow for additional time to complete their on-going diligence reviews and the compilation of their respective disclosure schedules. As such, the parties entered into a Second Amendment Agreement (the "Second Amendment Agreement"). The Second Amendment Agreement extended the Disclosure Schedule Delivery Date (as defined in the Business Combination Agreement) to October 11, 2024.

All terms used in this Item 1.01 and not defined herein shall have the meanings set forth in the Business Combination Agreement, as amended. The foregoing summary of the Second Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amendment Agreement, a copy of which is filed as Exhibit 2.1 and incorporated by reference herein.