Termination of Material Agreement Form 8 K

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, PowerUp Acquisition Corp. (the "Company") entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PowerUp ("Merger Sub"), SRIRAMA Associates, LLC, a Delaware limited liability company and PowerUp's sponsor, Ryan Bleeks, in the capacity as the seller representative, and Visiox Pharmaceuticals, Inc., a Delaware corporation ("Visiox") (as subsequently amended, the "Merger Agreement"), pursuant to which, among other things, Merger Sub would merge with and into Visiox, with Visiox continuing as the surviving entity in the merger and, after giving effect to such merger, Visiox would be a wholly-owned subsidiary of the Company.

On July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Merger Agreement pursuant to Section 7.1(b), as amended, thereof, and abandoned the transactions contemplated thereby, primarily because the conditions to closing set forth in Article VI of the Merger Agreement were not satisfied or waived by June 30, 2024. The termination of the Merger Agreement shall have the effects set forth therein.

The Company intends to continue evaluating other possible business combination targets, though there can be no assurance these evaluations or efforts will result in a business combination transaction.