PowerUp Acquisition Corp. enters sponsor transfer agreement with SRIRAMA Associates for $1.00

Aspire Biopharma Holdings, Inc.

Sponsor sells 4,317,500 Class A shares and 6,834,333 private warrants to SRIRAMA for $1.00, payable at business combination.
SRIRAMA assumes SPAC's public reporting, D&O insurance, outstanding legal fees, and administrative services balance of $182,689.
SRIRAMA will replace current directors and officers with its own selections; existing officers and directors to resign at closing.
Post-transfer Sponsor retains 2,870,000 Class A shares and 2,929,000 private warrants; 750,000 shares subject to non-redemption agreements.
Closing expected on or before August 18, 2023, subject to board approval, member approval, underwriter waiver, and filing of Q2 10-Q.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Aspire Biopharma Holdings, Inc. entered into Purchase Agreement with SRIRAMA Associates, LLC and PowerUp Sponsor LLC valued at $1.00 (effective 2023-07-14).

Action: entry
Agreement: equity purchase
Counterparty: SRIRAMA Associates, LLC and PowerUp Sponsor LLC
Value: $1.00
Effective: 2023-07-14

Exact text from the filing

On July 14, 2023, PowerUp Acquisition Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”) and PowerUp Sponsor LLC ( the “Sponsor”), pursuant to which the Acquirer will purchase from the Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time of the initial business combination.

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Source: SEC EDGAR

accession 0001104659-23-082105

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