Gabriel Schillinger - Feb 17, 2022 Form 3 Insider Report for PowerUp Acquisition Corp. (PWUP)

Role: President
Signature: /s/ Gabriel Schillinger
Stock symbol: PWUP
Transactions as of: Feb 17, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/17/2022, 08:46 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PWUP	Class B Ordinary Shares							Feb 17, 2022	Class A Ordinary Shares	7.19M		See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registration statement on Form S-1 (File No. 333-261941), as amended (the "Registration Statement") filed by PowerUp Acquisition (the "Issuer"), the Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
F2	The Class B ordinary shares owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement. Gabriel Schillinger is a managing member of the Sponsor.
F3	PowerUp Sponsor LLC, a Delaware limited liability company (the "Sponsor"), is the record holder of such Class B Shares. Mr. Schillinger is a managing member of the Sponsor. As such, Mr. Schillinger has shared voting and investment discretion with respect to the Class B Shares held of record by the Sponsor and may be deemed to have beneficial ownership of such Class B Shares. Mr. Schillinger disclaims beneficial ownership of any Class B Shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.