PowerUp Acquisition Corp. enters merger with Visiox Pharmaceuticals for $80M base consideration

Aspire Biopharma Holdings, Inc.

Base merger consideration of $80M, subject to net working capital, transaction expenses, and indebtedness adjustments.
Earnout: up to 6M additional shares tied to Omlonti first commercial sale within 12 months and stock price targets of $12.50 and $15.00.
Post-closing board: 5 directors (2 from PowerUp, 3 from Visiox); CEO and CFO will be Visiox's executives.
Closing conditions include net tangible assets >= $5,000,001 and at least $5M in trust or PIPE after redemptions; Outside Date May 31, 2024.
Also disclosed $250K loan from SSVK Associates to sponsor, then to PowerUp, repayable in cash or shares at $10/share conversion.

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 Agreement and Plan of Merger with PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., Ryan Bleeks valued at $80,000,000 (effective 2023-12-26).

Action: entry
Agreement: merger
Counterparty: PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., Ryan Bleeks
Value: $80,000,000
Effective: 2023-12-26

Exact text from the filing

On December 26, 2023, PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp” or “Purchaser”), 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 (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox” or “Seller”), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”).

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Source: SEC EDGAR

accession 0001493152-23-046395

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