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

Role: 10%+ Owner
Signature: /s/ Gabriel Schillinger, Managing Member
Stock symbol: PWUP
Transactions as of: Feb 17, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/17/2022, 08:47 PM
Next filing: May 30, 2023

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		Direct	F1, F2

* 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 (No. 333-261941) filed by PowerUp Acquisition Corp. under the heading "Description of Securities - Founder Shares", 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	These shares represent the Class B Ordinary Shares held by the reporting person (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. 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 the manager of the Sponsor.

Content

As described in the registration statement on Form S-1 (No. 333-261941) filed by PowerUp Acquisition Corp. under the heading "Description of Securities - Founder Shares", 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.

These shares represent the Class B Ordinary Shares held by the reporting person (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. 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 the manager of the Sponsor.