$PWUP
PowerUp Acquisition Corp.

2022 Q4 Form 10-K Financial Statement

#000141057823000316 Filed on March 21, 2023

View on sec.gov

Income Statement

Concept 2022 Q4 2022
Revenue $0.00 $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin $314.0K $976.4K
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $314.0K $976.3K
YoY Change
Operating Profit
YoY Change
Interest Expense $2.544M $4.317M
YoY Change
% of Operating Profit
Other Income/Expense, Net $4.317M
YoY Change
Pretax Income $2.230M $3.340M
YoY Change
Income Tax
% Of Pretax Income
Net Earnings $2.230M $3.340M
YoY Change
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share $0.06 $0.11
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2022 Q4 2022
SHORT-TERM ASSETS
Cash & Short-Term Investments $497.3K $497.3K
YoY Change
Cash & Equivalents $497.3K
Short-Term Investments
Other Short-Term Assets $600.5K $600.5K
YoY Change
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets $1.098M $1.098M
YoY Change 274.38%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $299.0M $299.0M
YoY Change
Other Assets $80.17K $80.17K
YoY Change
Total Long-Term Assets $299.1M $299.1M
YoY Change
TOTAL ASSETS
Total Short-Term Assets $1.098M $1.098M
Total Long-Term Assets $299.1M $299.1M
Total Assets $300.2M $300.2M
YoY Change 102273.98%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $180.6K $180.6K
YoY Change
Accrued Expenses $0.00 $0.00
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $0.00 $0.00
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $303.3K $303.3K
YoY Change 3.28%
LONG-TERM LIABILITIES
Long-Term Debt $0.00 $0.00
YoY Change
Other Long-Term Liabilities $10.81M $10.81M
YoY Change
Total Long-Term Liabilities $10.81M $10.81M
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities $303.3K $303.3K
Total Long-Term Liabilities $10.81M $10.81M
Total Liabilities $11.12M $11.12M
YoY Change 3684.81%
SHAREHOLDERS EQUITY
Retained Earnings -$9.939M
YoY Change 832280.23%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$9.938M $289.1M
YoY Change
Total Liabilities & Shareholders Equity $300.2M $300.2M
YoY Change 102273.98%

Cashflow Statement

Concept 2022 Q4 2022
OPERATING ACTIVITIES
Net Income $2.230M $3.340M
YoY Change
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$35.87K -$1.409M
YoY Change
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities $0.00 -$294.7M
YoY Change
Cash From Investing Activities $0.00 -$294.7M
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities 0.000 296.6M
YoY Change
NET CHANGE
Cash From Operating Activities -35.87K -1.409M
Cash From Investing Activities 0.000 -294.7M
Cash From Financing Activities 0.000 296.6M
Net Change In Cash -35.87K 497.3K
YoY Change
FREE CASH FLOW
Cash From Operating Activities -$35.87K -$1.409M
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
CY2022 us-gaap Net Income Loss
NetIncomeLoss
3340238
CY2022Q4 us-gaap Assets
Assets
300182005
CY2021Q4 us-gaap Assets
Assets
293221
CY2022Q4 us-gaap Accounts Payable And Accrued Liabilities Current
AccountsPayableAndAccruedLiabilitiesCurrent
180634
CY2021Q4 us-gaap Accounts Payable And Accrued Liabilities Current
AccountsPayableAndAccruedLiabilitiesCurrent
273
CY2021Q4 pwup Accrued Offering Costs Current
AccruedOfferingCostsCurrent
54827
CY2021Q4 us-gaap Notes Payable Related Parties Classified Current
NotesPayableRelatedPartiesClassifiedCurrent
238596
CY2022Q4 us-gaap Due To Affiliate Current
DueToAffiliateCurrent
122689
CY2022Q4 us-gaap Liabilities Current
LiabilitiesCurrent
303323
CY2021Q4 us-gaap Liabilities Current
LiabilitiesCurrent
293696
CY2022Q4 pwup Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
10812500
CY2022Q4 us-gaap Liabilities
Liabilities
11115823
CY2021Q4 us-gaap Liabilities
Liabilities
293696
CY2021Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2022Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2022Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2022Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q4 us-gaap Additional Paid In Capital
AdditionalPaidInCapital
24281
CY2022Q4 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-9938620
CY2021Q4 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-25475
CY2022Q4 us-gaap Stockholders Equity
StockholdersEquity
-9937901
CY2021Q4 us-gaap Stockholders Equity
StockholdersEquity
-475
CY2022Q4 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
300182005
CY2021Q4 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
293221
CY2022 us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
976345
us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
25475
CY2022 us-gaap Operating Expenses
OperatingExpenses
976345
us-gaap Operating Expenses
OperatingExpenses
25475
CY2022 us-gaap Investment Income Interest
InvestmentIncomeInterest
4316583
CY2022 us-gaap Nonoperating Income Expense
NonoperatingIncomeExpense
4316583
CY2022 us-gaap Net Income Loss
NetIncomeLoss
3340238
us-gaap Net Income Loss
NetIncomeLoss
-25475
CY2021Q1 us-gaap Stockholders Equity
StockholdersEquity
0
us-gaap Stock Issued During Period Value New Issues
StockIssuedDuringPeriodValueNewIssues
25000
us-gaap Net Income Loss
NetIncomeLoss
-25475
CY2021Q4 us-gaap Stockholders Equity
StockholdersEquity
-475
CY2022 pwup Proceeds From Initial Public Offering Costs Allocated To Public Warrants Net Of Offering Costs
ProceedsFromInitialPublicOfferingCostsAllocatedToPublicWarrantsNetOfOfferingCosts
5286660
CY2022 us-gaap Adjustments To Additional Paid In Capital Warrant Issued
AdjustmentsToAdditionalPaidInCapitalWarrantIssued
14645000
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
33209323
CY2022 dei Entity Emerging Growth Company
EntityEmergingGrowthCompany
true
CY2022 dei Entity Ex Transition Period
EntityExTransitionPeriod
false
CY2022 dei Entity Shell Company
EntityShellCompany
true
CY2022 dei Auditor Firm
AuditorFirmId
688
CY2022 dei Auditor Name
AuditorName
Marcum LLP
CY2022 dei Auditor Location
AuditorLocation
New York
CY2022Q2 dei Entity Public Float
EntityPublicFloat
286925000
CY2022Q4 us-gaap Cash
Cash
497259
CY2022Q4 us-gaap Prepaid Expense And Other Assets Current
PrepaidExpenseAndOtherAssetsCurrent
600493
CY2021Q4 us-gaap Deferred Costs Current
DeferredCostsCurrent
293221
CY2022Q4 us-gaap Assets Current
AssetsCurrent
1097752
CY2021Q4 us-gaap Assets Current
AssetsCurrent
293221
CY2022Q4 us-gaap Prepaid Expense Noncurrent
PrepaidExpenseNoncurrent
80170
CY2022Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
299004083
CY2022 dei Entity Tax Identification Number
EntityTaxIdentificationNumber
00-0000000
CY2022Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2021Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2022Q4 us-gaap Preferred Stock Value
PreferredStockValue
CY2021Q4 us-gaap Preferred Stock Value
PreferredStockValue
CY2022 dei Entity Central Index Key
EntityCentralIndexKey
0001847345
CY2022 dei Document Fiscal Year Focus
DocumentFiscalYearFocus
2022
CY2022 dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
FY
CY2022 dei Amendment Flag
AmendmentFlag
false
CY2021Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2022Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2022 pwup Threshold Business Days For Redemption Of Public Shares
ThresholdBusinessDaysForRedemptionOfPublicShares
P10D
CY2021Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2022Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2022 dei Document Type
DocumentType
10-K
CY2022 dei Document Annual Report
DocumentAnnualReport
true
CY2022 dei Document Period End Date
DocumentPeriodEndDate
2022-12-31
CY2022 dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
CY2022 dei Document Transition Report
DocumentTransitionReport
false
CY2022 dei Entity File Number
EntityFileNumber
001-41293
CY2022 dei Entity Registrant Name
EntityRegistrantName
PowerUp Acquisition Corp.
CY2022 dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
KY
CY2022 dei Entity Address Address Line1
EntityAddressAddressLine1
188 Grand Street Unit #195
CY2022 dei Entity Address City Or Town
EntityAddressCityOrTown
New York
CY2022 dei Entity Address State Or Province
EntityAddressStateOrProvince
NY
CY2022 dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
10013
CY2022 dei City Area Code
CityAreaCode
347
CY2022 dei Local Phone Number
LocalPhoneNumber
313-8109
CY2022 dei Entity Well Known Seasoned Issuer
EntityWellKnownSeasonedIssuer
No
CY2022 dei Entity Voluntary Filers
EntityVoluntaryFilers
No
CY2022 dei Entity Current Reporting Status
EntityCurrentReportingStatus
Yes
CY2022 dei Entity Interactive Data Current
EntityInteractiveDataCurrent
Yes
CY2022 dei Entity Filer Category
EntityFilerCategory
Non-accelerated Filer
CY2022 dei Entity Small Business
EntitySmallBusiness
true
CY2022Q4 us-gaap Stockholders Equity
StockholdersEquity
-9937901
CY2022 us-gaap Profit Loss
ProfitLoss
3340238
us-gaap Profit Loss
ProfitLoss
-25475
CY2022 us-gaap Investment Income Interest
InvestmentIncomeInterest
4316583
CY2022 us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
680663
pwup Increase Decrease In Accrued Offering Cost
IncreaseDecreaseInAccruedOfferingCost
-54827
pwup Increase Decrease In Deferred Offering Costs
IncreaseDecreaseInDeferredOfferingCosts
-268221
CY2022 us-gaap Increase Decrease In Accounts Payable And Accrued Liabilities
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
125533
us-gaap Increase Decrease In Accounts Payable And Accrued Liabilities
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
273
CY2022 us-gaap Increase Decrease In Due To Affiliates Current
IncreaseDecreaseInDueToAffiliatesCurrent
122689
CY2022 us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-1408786
us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-238596
CY2022 pwup Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
294687500
CY2022 us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
-294687500
CY2022 pwup Net Proceeds From Initial Public Offering
NetProceedsFromInitialPublicOffering
282500000
CY2022 us-gaap Proceeds From Issuance Of Warrants
ProceedsFromIssuanceOfWarrants
14645000
CY2022 pwup Repayment Of Notes Payable To Related Parties
RepaymentOfNotesPayableToRelatedParties
252915
CY2022 us-gaap Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
298540
us-gaap Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
238596
CY2022 us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
296593545
us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
238596
CY2022 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
497259
CY2022Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
497259
CY2022 pwup Initial Value Of Class Common Stock Subject To Possible Redemption
InitialValueOfClassCommonStockSubjectToPossibleRedemption
294687500
CY2022 pwup Deferred Underwriting Commissions Payable Charged To Additional Paid In Capital
DeferredUnderwritingCommissionsPayableChargedToAdditionalPaidInCapital
10812500
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
33209323
pwup Deferred Offering Costs Included In Accrued Offering Costs And Due To Affiliates
DeferredOfferingCostsIncludedInAccruedOfferingCostsAndDueToAffiliates
54827
pwup Noncash Payment Of Deferred Offering Costs By Note Payable Related Party
NoncashPaymentOfDeferredOfferingCostsByNotePayableRelatedParty
220421
pwup Payment Of Expenses And Deferred Offering Costs By Sponsor In Exchange For Issuance Of Class B Ordinary Shares
PaymentOfExpensesAndDeferredOfferingCostsBySponsorInExchangeForIssuanceOfClassBOrdinaryShares
25000
CY2022 us-gaap Nature Of Operations
NatureOfOperations
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt;"><b style="font-weight:bold;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt;"><span style="visibility:hidden;">​</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">PowerUp Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had not commenced any operations. All activity from February 9, 2021 (inception) through December 31, 2022 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on February 17, 2022. On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to ordinary share included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, PowerUp Sponsor LLC (the “Sponsor”) generating gross proceeds of $13,707,500 which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $937,500.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Offering costs for the IPO amounted to $16,418,580, consisting of $5,000,000 of underwriting fees, $10,812,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $606,080 of other costs. As described in Note 6, the $10,812,500 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by May 23, 2023, subject to the terms of the underwriting agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the IPO, $294,687,500 ($10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">If the Company is unable to complete a Business Combination by May 23, 2023, 15 months from the closing of the IPO or during an extension period (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_--pOXWNo2EqbWkpWGkTEIg;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><i style="font-weight:normal;">Risks and Uncertainties</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;">Going Concern</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had $497,259 in its operating bank accounts, $299,004,083 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $797,229. As of December 31, 2022, $4,316,583 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company has 15 months from the closing of the IPO to consummate an initial business combination. However, if the Company anticipates that they may not be able to consummate their initial business combination within 15 months from the IPO, their shareholders may vote by special resolution to amend their amended and restated memorandum and articles of association to extend the period of time that the Company have to consummate the initial business combination (any such extended period of time, an “Extension Period”). Unless the shareholders vote for the extension, the remaining life of the Company as of December 31, 2022 is under 12 months. Management is currently assessing the need for the extension vote in the future.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;">​</span></p>
CY2021Q1 pwup Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2022Q1 pwup Transaction Costs
TransactionCosts
16418580
CY2022Q1 pwup Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
5000000
CY2022Q1 pwup Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
10812500
CY2022Q1 pwup Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
606080
CY2022Q1 pwup Business Combination Contingent Consideration Deferred Underwriting Fee Payable Total
BusinessCombinationContingentConsiderationDeferredUnderwritingFeePayableTotal
10812500
CY2022Q1 pwup Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
-294687500
CY2022 pwup Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Asset Held In Trust Account
ThresholdMinimumAggregateFairMarketValueAsPercentageOfNetAssetHeldInTrustAccount
80
CY2022 pwup Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination
ThresholdPercentageOfOutstandingVotingSecuritiesOfTargetToBeAcquiredByPostTransactionCompanyToCompleteBusinessCombination
50
CY2022Q4 pwup Minimum Net Tangible Assets Upon Consummation Of Business Combination
MinimumNetTangibleAssetsUponConsummationOfBusinessCombination
5000001
CY2022 pwup Threshold Percentage Of Public Shares Subject To Redemption Without Entity S Prior Written Consent
ThresholdPercentageOfPublicSharesSubjectToRedemptionWithoutEntitySPriorWrittenConsent
15
CY2022 pwup Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
CY2022 pwup Maximum Net Interest To Pay Dissolution Expenses
MaximumNetInterestToPayDissolutionExpenses
100000
CY2022Q4 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
10.25
CY2022Q4 us-gaap Cash
Cash
497259
CY2022Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
299004083
CY2022Q4 pwup Working Capital Surplus
WorkingCapitalSurplus
797229
CY2022 us-gaap Investment Income Interest
InvestmentIncomeInterest
4316583
CY2022 pwup Months To Complete Business Combination
MonthsToCompleteBusinessCombination
P15M
CY2022 pwup Months To Complete Business Combination
MonthsToCompleteBusinessCombination
P15M
CY2022 us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.</p>
CY2021Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2022Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2022Q4 pwup Offering Costs
OfferingCosts
16418580
CY2022 us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Concentration of Credit Risk</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.</p>
CY2021Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2022Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2021Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2022Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2022 pwup Proceeds From Issuance Of Temporary Equity
ProceedsFromIssuanceOfTemporaryEquity
287500000
CY2022 pwup Temporary Equity Fair Value To Public Warrants At Issuance
TemporaryEquityFairValueToPublicWarrantsAtIssuance
-5606250
CY2022 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
16098990
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
33209323
CY2022 pwup Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
299004083
CY2022Q1 us-gaap Stock Repurchased During Period Shares
StockRepurchasedDuringPeriodShares
24138333
CY2022Q1 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
11.50
CY2022 us-gaap Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
24138333
CY2022 pwup Aggregate Underwriter Deferred Portion
AggregateUnderwriterDeferredPortion
10062500
CY2021Q4 us-gaap Notes Payable Related Parties Current And Noncurrent
NotesPayableRelatedPartiesCurrentAndNoncurrent
238596
CY2022Q4 us-gaap Accrued Professional Fees Current
AccruedProfessionalFeesCurrent
122689
CY2022Q1 pwup Maximum Number Of Days Available To Underwriters To Purchase Units
MaximumNumberOfDaysAvailableToUnderwritersToPurchaseUnits
P45D
CY2022 pwup Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.20
CY2022 pwup Underwriter Cash Discount
UnderwriterCashDiscount
5000000
CY2022 pwup Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.20
CY2022 pwup Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
750000
CY2022 pwup Deferred Fee
DeferredFee
10812500
CY2022 pwup Aggregate Underwriter Cash Discount
AggregateUnderwriterCashDiscount
750000
CY2022Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2022Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2022Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2022Q4 us-gaap Warrants And Rights Outstanding Term
WarrantsAndRightsOutstandingTerm
P6M

Files In Submission

Name View Source Status
0001410578-23-000316-index-headers.html Edgar Link pending
0001410578-23-000316-index.html Edgar Link pending
0001410578-23-000316.txt Edgar Link pending
0001410578-23-000316-xbrl.zip Edgar Link pending
Financial_Report.xlsx Edgar Link pending
MetaLinks.json Edgar Link pending
pwup-20221231.xsd Edgar Link pending
pwup-20221231x10k.htm Edgar Link pending
pwup-20221231xex31d1.htm Edgar Link pending
pwup-20221231xex31d2.htm Edgar Link pending
pwup-20221231xex32d1.htm Edgar Link pending
pwup-20221231xex32d2.htm Edgar Link pending
FilingSummary.xml Edgar Link unprocessable
pwup-20221231x10k_htm.xml Edgar Link completed
pwup-20221231xex4d5.htm Edgar Link pending
R1.htm Edgar Link pending
R10.htm Edgar Link pending
R11.htm Edgar Link pending
R12.htm Edgar Link pending
R13.htm Edgar Link pending
R14.htm Edgar Link pending
R15.htm Edgar Link pending
R16.htm Edgar Link pending
R17.htm Edgar Link pending
R18.htm Edgar Link pending
R19.htm Edgar Link pending
R2.htm Edgar Link pending
R20.htm Edgar Link pending
R21.htm Edgar Link pending
R22.htm Edgar Link pending
R23.htm Edgar Link pending
R24.htm Edgar Link pending
R25.htm Edgar Link pending
R26.htm Edgar Link pending
R27.htm Edgar Link pending
R28.htm Edgar Link pending
R29.htm Edgar Link pending
R3.htm Edgar Link pending
R30.htm Edgar Link pending
R31.htm Edgar Link pending
R32.htm Edgar Link pending
R33.htm Edgar Link pending
R34.htm Edgar Link pending
R4.htm Edgar Link pending
R5.htm Edgar Link pending
R6.htm Edgar Link pending
R7.htm Edgar Link pending
R8.htm Edgar Link pending
R9.htm Edgar Link pending
report.css Edgar Link pending
Show.js Edgar Link pending
pwup-20221231_lab.xml Edgar Link unprocessable
pwup-20221231_cal.xml Edgar Link unprocessable
pwup-20221231_def.xml Edgar Link unprocessable
pwup-20221231_pre.xml Edgar Link unprocessable