UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
PowerUp
Acquisition Corp.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Title
of Class of Securities)
G7207P103
(CUSIP
Number)
SRIRAMA
Associates, LLC
Attn:
Surendra Ajjarapu
515
Madison Ave, Suite 880
New
York, New York 10022
with
a copy to:
Kate
L. Bechen
Dykema
Gossett PLLC
111
E. Kilbourn Ave., Suite 1050
Milwaukee,
WI 53202
(414)
488-7300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
18, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
2 of 8 |
| 1 |
Name
of Reporting Person
SRIRAMA
Associates, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐
(b)
☐ (1) |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions):
WC |
| 5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship
or Place of Organization
United
States (Delaware) |
| Number
of shares beneficially owned by each reporting person with: |
7 |
Sole
Voting Power
4,317,500
(2) |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
4,317,500
(2) |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,317,500
(2) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
48.0%
(3) |
| 14 |
Type
of Reporting Person (See Instructions)
OO |
| |
(1) | The Reporting Person
does not affirm, and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row
2(a). Because this is a joint filing pursuant to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the
Reporting Person also has not checked row 2(b). |
| |
(2) | Consists of 4,317,500
Class A ordinary shares, par value $0.0001 per share, of PowerUp Acquisition Corp. (the “Issuer”). Excludes 6,834,333 of
the Issuer’s Class A ordinary shares, issuable upon exercise of private placement warrants, which will not become exercisable within
60 days. |
| |
(3) | The amount beneficially
owned by the Reporting Person is determined based on 8,991,229 Class A ordinary shares outstanding as of August 8, 2023, as the Issuer
reported in its Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023. |
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
3 of 8 |
| 1 |
Name
of Reporting Person
Surendra
Ajjarapu |
| 2 |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐
(b)
☐ (1) |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions):
OO |
| 5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship
or Place of Organization
United
States |
| Number
of shares beneficially owned by each reporting person with: |
7 |
Sole
Voting Power
4,317,500
(2)(3) |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
4,317,500
(2)(3) |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,317,500
(2)(3) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
48.0%
(4) |
| 14 |
Type
of Reporting Person (See Instructions)
IN |
| |
(1) | The Reporting Person
does not affirm, and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row
2(a). Because this is a joint filing pursuant to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the
Reporting Person also has not checked row 2(b). |
| |
(2) | The shares reported
in this Schedule 13D as beneficially owned by Surendra Ajjarapu were acquired pursuant to a purchase agreement, dated July 14, 2023,
between SRIRAMA Associates, LLC (the “New Sponsor”), the Issuer, and PowerUp Sponsor LLC, for an aggregate purchase price
of one dollar, due on the date on which the Issuer completes an initial business combination. Mr. Ajjarapu, the Issuer’s Chairman
and Chief Executive Officer, is the manager of the New Sponsor. Mr. Ajjarapu may be deemed to beneficially own the securities held by
the New Sponsor by virtue of his control over the New Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the securities held by
the New Sponsor, except to the extent of his respective pecuniary interest. |
| |
(3) | Consists of 4,317,500
Class A ordinary shares, par value $0.0001 per share, of the Issuer. Excludes 6,834,333 of the Issuer’s Class A ordinary shares,
issuable upon exercise of private placement warrants, which will not become exercisable within 60 days. |
| |
(4) | The amount beneficially
owned by the Reporting Person is determined based on 8,991,229 Class A ordinary shares outstanding as of August 8, 2023, as the Issuer
reported in its Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023. |
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
4 of 8 |
Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the Class A ordinary shares, par value $0.0001 per share, of PowerUp Acquisition Corp., a Cayman
Islands exempted company (the “Issuer”). The Issuer’s principal executive office is located at 188 Grand Street Unit
#195, New York, NY 10013.
Item
2. Identity and Background.
| (a) | Pursuant to §
240.13d-1(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D is being filed
jointly by SRIRAMA Associates, LLC, a limited liability company (the “New Sponsor”) and Surendra Ajjarapu, the managing member
of the New Sponsor (“Mr. Ajjarapu” and, together with the New Sponsor, the “Reporting Persons”). |
| (b) | The business address
and principal office of the Reporting Persons is 515 Madison Ave, Suite 880, New York, New York 10022. |
| (c) | The New Sponsor
is organized under the laws of the State of Delaware and its principal business is to act as the sponsor of the Issuer. Mr. Ajjarapu
is the manager of the New Sponsor and the Chief Executive Officer and Chairman of the Issuer. |
| (d) | During the last
five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last
five years, neither Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
that resulted in the Reporting Person being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The New Sponsor
is a Delaware limited liability company and Mr. Ajjarapu is a United States citizen. |
Item
3. Source or Amount of Funds or Other Consideration.
On
July 14, 2023, the Issuer entered into a purchase agreement (the “Sponsor Share Purchase Agreement”) with the New Sponsor
and PowerUp Sponsor LLC (the “Original Sponsor”), pursuant to which the New Sponsor agreed to purchase from the Original
Sponsor 4,317,500 Class A ordinary shares and 6,834,333 private placement warrants, each exercisable for one Class A ordinary share,
for an aggregate purchase price of one dollar, payable at the time the Issuer completes an initial business combination.
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
5 of 8 |
The
description of the Sponsor Share Purchase Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of
the Sponsor Share Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
4. Purpose of Transaction.
The
information reported in Item 3 of this Schedule 13D is incorporated by reference into this Item 4.
Except
as disclosed below, the Reporting Persons have acquired beneficial ownership of the securities for investment purposes and will evaluate
the investment in the securities on a continual basis.
The
Issuer had until May 23, 2023 (which was fifteen months from the closing of the Issuer’s initial public offering) to consummate
an initial business combination. On May 18, 2023, the Issuer held an extraordinary general meeting of its shareholders (the “Extension
Meeting”), at which the Issuer’s shareholders approved a proposal to amend the Issuer’s Amended and Restated Memorandum
and Articles of Association to extend the date by which the Issuer must consummate its initial business combination from May 23, 2023
to May 23, 2024.
Except
as disclosed above, the Reporting Persons have no plans or proposals that would relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s
governing documents or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
The
Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or
sale of securities of the Issuer on the open market or in private transactions or otherwise, including the exercise of warrants, on such
terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons also reserve the right to change their intention
with respect to any and all matters referred to in this Item 4.
Based
on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes
of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons
are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed.
Item
5. Interest in Securities of the Issuer.
The
responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated
into this Item 5 by reference.
| (a) | As of the filing
date of this Schedule 13D (the “Filing Date”), the New Sponsor beneficially owns 48.0% of the outstanding voting control
of the Issuer, consisting of 4,317,500 Class A ordinary shares. The 6,834,333 Class A ordinary shares issuable upon exercise of the private
placement warrants are excluded from the number of Class A ordinary shares beneficially owned by the New Sponsor because the private
placement warrants will not become exercisable within 60 days of the Filing Date. |
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
6 of 8 |
As
of the Filing Date, Mr. Ajjarapu beneficially owns 48.0% of the outstanding voting control of the Issuer, consisting of 4,317,500 Class
A ordinary shares. The 6,834,333 Class A ordinary shares issuable upon exercise of the private placement warrants are excluded from the
number of Class A ordinary shares beneficially owned by Mr. Ajjarapu because the private placement warrants will not become exercisable
within 60 days of the Filing Date. Mr. Ajjarapu disclaims beneficial ownership of the reported securities held by the New Sponsor, except
to the extent of his pecuniary interests therein.
| (b) | As of the Filing
Date, Mr. Ajjarapu has the sole power to vote or direct the voting of, and to dispose or direct the disposition of 4,317,500 Class A
ordinary shares of the Issuer. |
| (c) | Except as otherwise
described in Item 3, Item 6, or elsewhere in this Schedule 13D, no transactions in the Class A ordinary shares were effected by any of
the Reporting Persons during the past 60 days. |
| (d) | Except as set forth
herein, to the best knowledge of each Reporting Person, no other person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any of the securities beneficially owned by the Reporting Persons. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information provided in Item 3 and Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Except for the arrangements
described in this Schedule 13D, to the best knowledge of each Reporting Person, the Reporting Persons have no contracts, arrangements,
understandings or relationships with any other person with respect to any securities of the Issuer, including, but not limited to, the
transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Founders
Letter Agreement
On
February 17, 2022, the Issuer, the officers and directors of Issuer, and the Original Sponsor entered into a letter agreement (the “Founders
Letter Agreement”), pursuant to which the Original Sponsor became subject to certain restrictions with respect to its ordinary
shares (meaning its Class B ordinary shares or Class A ordinary shares issuable upon conversion thereof) and private placement warrants.
The Original Sponsor agreed to not transfer any ordinary shares until the earlier of (i) six months after the completion of the Issuer’s
initial business combination, or (ii) subsequent to the initial business combination, (x) if the last sale price of the Issuer’s
shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Issuer’s
initial business combination, or (y) the date on which the Issuer completes a liquidation, merger, share exchange, reorganization or
other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their shares for cash,
securities or other property (the “Founder Shares Lock-up Period”).
Further,
under the Founders Letter Agreement, the Original Sponsor agreed that it would not transfer any of its private placement warrants until
30 days after the completion of the initial business combination.
As
a result of the transactions contemplated by the Sponsor Share Purchase Agreement, the New Sponsor the restrictions in the Founders Letter
Agreement may be deemed to apply to the New Sponsor.
The
foregoing description is qualified in its entirety by the terms of the Founders Letter Agreement, a copy of which is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
Registration
Rights Agreement
The
Original Sponsor and the Issuer entered into a registration rights agreement on February 17, 2022 (the “Registration Rights Agreement”)
with respect to the Original Sponsor’s ordinary shares and private placement warrants. Upon consummation of the transactions contemplated
by the Sponsor Share Purchase Agreement, the New Sponsor became bound by the provisions of the Registration Rights Agreement.
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
7 of 8 |
The
foregoing description is qualified in its entirety by the terms of the Registration Rights Agreement, a copy of which is attached hereto
as Exhibit 99.3 and is incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on July 19, 2023). |
| |
|
|
| 99.2 |
|
Letter Agreement, dated February 17, 2022, by and among PowerUp Acquisition Corp., its officers, its directors, and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). |
| |
|
|
| 99.3 |
|
Registration Rights Agreement, dated February 17, 2022, by and between PowerUp Acquisition Corp. and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). |
| |
|
|
| 99.4 |
|
Joint Filing Agreement by and among SRIRAMA Associates, LLC and Surendra Ajjarapu, dated August 31, 2023. |
| CUSIP
No. G7207P103 |
SCHEDULE
13D |
Page
8 of 8 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
September 5, 2023
| |
By: |
/s/
Surendra Ajjarapu |
| |
Name:
|
Surendra
Ajjarapu |
| |
|
|
| |
SRIRAMA
ASSOCIATES, LLC |
| |
|
|
| |
By: |
/s/
Surendra Ajjarapu |
| |
Name:
|
Surendra
Ajjarapu |
| |
Title:
|
Manager |
Exhibit
99.4
JOINT
FILING AGREEMENT
The
undersigned hereby agree that this Schedule 13D, dated September 1, 2023, with respect to the Class A ordinary shares, par value $0.0001
per share of PowerUp Acquisition Corporation, a Cayman Islands exempted company, is, and any amendments hereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated:
September 1, 2023
| By:
|
/s/
Surendra Ajjarapu |
|
| Name: |
Surendra
Ajjarapu |
|
| |
|
|
| SRIRAMA
ASSOCIATES, LLC |
|
| |
|
|
| By: |
/s/
Surendra Ajjarapu |
|
| Name:
|
Surendra
Ajjarapu |
|
| Title:
|
Manager |
|
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