Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary and description of the Business Combination Agreement is not complete and is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Shareholders of PowerUp Acquisition Corp. and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

The Business Combination

On August 26, 2024, PowerUp Acquisition Corp., a Cayman Islands exempted company ("PowerUp"), entered into an Agreement and Plan of Merger 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") (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 PowerUp.

Prior to the Closing Date, and subject to the satisfaction or waiver of the closing conditions contained in the Business Combination Agreement, PowerUp will migrate out of the Cayman Islands and domesticate (the "Domestication") as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act.