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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 001-41293

 Power Up
Acquisition Corp.

 (Exact name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 Grand Street Unit #195

 New
 York, New York

 10013

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's telephone number, including area code: ( 347) 313-8109

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class:

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered:

 Units,
 each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant

 PWUPU

 The
 Nasdaq Stock Market LLC

 Class
 A ordinary shares, par value $0.0001 per share, included as part of the units

 PWUP

 The
 Nasdaq Stock Market LLC

 Redeemable
 warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units

 PWUPW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer, "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting stock (ordinary shares) held by non-affiliates of the registrant as of the close of business on
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 18,794,856
based on the closing sale price of the Class A ordinary shares on the Nasdaq Stock Market LLC on that date. The registrant does not have
any non-voting common equity.

 As
of February 13, 2024, there were 8,991,229 Class A ordinary shares, par value $0.0001
per share, and 0 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

 TABLE
OF CONTENTS

 PAGE

 PART
 I

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved
 Staff Comments.

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal
 Proceedings.

 Item
 4.

 Mine
 Safety Disclosures.

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 Item
 6.

 Reserved.

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk.

 Item
 8.

 Statements and Supplementary Data.

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls
 and Procedures.

 Item
 9B.

 Other
 Information.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Item
 11.

 Executive
 Compensation.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal
 Accountant Fees and Services.

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statements and Financial Statement Schedules.

 Item
 16.

 Form
 10-K Summary.

 CERTAIN
TERMS

 Unless
otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to:

 "amended
 and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association
 adopted on February 17, 2022, as amended on or about May 18, 2023;

 "board
 of directors" or "board" are to the board of directors of the Company;

 "Companies
 Act" are to the Companies Act (2023 Revision) of the Cayman Islands as the same may be amended from time to time;

 "DWAC
 System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "Equiniti"
 are to Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) our transfer agent, trustee of our trust account,
 and warrant agent;

 "Exchange
 Act" are to the Securities Exchange Act of 1934, as amended;

 "Extension
 Period" are to any extended time that we have to consummate a business combination beyond May 23, 2024 as a result of a shareholder
 vote to amend our amended and restated memorandum and articles of association;

 "equity-linked
 securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary
 shares issued in a financing transaction in connection with our initial business combination;

 "FINRA"
 are to the Financial Industry Regulatory Authority;

 "founder
 shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public
 offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the
 time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class
 A ordinary shares will not be "public shares");

 "GAAP"
 are to the accounting principles generally accepted in the United States of America;

 "initial
 business combination" are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
 combination with one or more businesses;

 "initial
 public offering" or "IPO" are to the initial public offering that was consummated by the Company on February 23,
 2022;

 "initial
 shareholders" are to the Original Sponsor (Power Up Sponsor LLC), the Sponsor (SRIRAMA Associates, LLC), and each of their permitted
 transferees;

 "Investment
 Company Act" are to the Investment Company Act of 1940, as amended;

 "JOBS
 Act" are to the Jumpstart Our Business Startups Act of 2012;

 "management"
 or our "management team" are to our officers and directors;

 "Marcum"
 are to Marcum LLP, our independent registered public accounting firm;

 "Nasdaq"
 are to the Nasdaq Stock Market LLC;

 "ordinary
 shares" are to our Class A ordinary shares and our Class B ordinary shares;

 "Original
 Sponsor" are to Power Up Sponsor LLC, a Delaware limited liability company;

 "PCAOB"
 are to the Public Company Accounting Oversight Board (United States);

 "placement
 warrants" are to the 9,763,333 redeemable warrants purchased by our Original Sponsor in the private placement;

 "public
 shareholders" are to the holders of our public shares, including our initial shareholders to the extent our initial shareholders
 purchase public shares; provided that our initial shareholders' status as a "public shareholder" will only exist
 with respect to such public shares;

 "public
 warrants" are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our
 initial public offering or thereafter in the open market);

 "Report"
 are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 "Sarbanes-Oxley
 Act" are to the Sarbanes-Oxley Act of 2002;

 "SEC"
 are to the U.S. Securities and Exchange Commission;

 "Securities
 Act" are to the Securities Act of 1933, as amended;

 "Sponsor"
 are to SRIRAMA Associates, LLC, a Delaware limited liability company, which is not currently controlled by, nor has substantial ties
 with, non-U.S. persons. Additionally, all officers and directors of the Company are U.S. citizens and U.S. residents;

 "trust
 account" are to the trust account in which an amount of $294,687,500 ($10.25 per unit) from the net proceeds of the sale of
 the units in the initial public offering and a portion of the net proceeds of the sale of the placement warrants was placed following
 the closing of our initial public offering;

 "units"
 are to the units sold in our initial public offering, which consist of one Class A ordinary share and one-half of one redeemable
 warrant;

 "warrants"
 are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial
 public offering or thereafter in the open market) and the private placement warrants; and

 "we,"
 "us," "our," "Company" or "our company" are to Power Up Acquisition Corp., a Cayman
 Islands exempted company.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report, including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition
and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements can be identified by the
use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects,"
"intends," "plans," "may," "will," "potential," "projects," "predicts,"
"continue," or "should," or, in each case, their negative or other variations or comparable terminology. There
can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to,
any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are
not statements of current or historical facts. These statements are based on management's current expectations, but actual results
may differ materially due to various factors, including, but not limited to:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

 our
 expectations around the performance of a prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination;

 our
 potential ability to obtain additional financing to complete our initial business combination;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential business combination opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 the
 trust account not being subject to claims of third parties; or

 our
 financial performance.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited, to those factors generally described or identified under Item 1A of this
Report under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of
our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.

 PART
I

 Item
1. Business.

 Overview

 We
are a blank check company incorporated on February 9, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which
we refer to throughout this Report as our initial business combination. To date, our efforts have been limited to organizational activities
related to our initial public offering and our search for a suitable target for a potential business combination. We have generated no
operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

 While
we may pursue an initial business combination with a company in any business, industry, sector or geographic location, we currently are
concentrating our efforts on pursuing an acquisition opportunity with a commercial and late-stage pharmaceutical company.

 Initial
Public Offering

 On
February 23, 2022, we consummated our initial public offering of 28,750,000 units. Each unit consisted of one Class A ordinary share of
the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $287,500,000. Prior to the closing of our initial public offering, the underwriters for our initial
public offering exercised their over-allotment option in full.

 Simultaneously
with the closing of our initial public offering, we completed the private sale of an aggregate of 9,763,333 warrants at a purchase price
of $1.50 per warrant, generating gross proceeds to the Company of $14,645,000.

 A
total of $294,687,500, comprised of the proceeds from the initial public offering after offering expenses and a portion of the proceeds
of the sale of the private placement warrants, was placed in the trust account.

 We
must complete our initial business combination by May 23, 2024 (or by the end of any Extension Period). If our initial business combination
is not consummated by May 23, 2024 (or by the end of any Extension Period if we extend the period of time to consummate a business combination),
then our existence will terminate, and we will distribute all amounts in the trust account.

 Exempted
companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from
the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for
a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on
profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.

 Charter
Amendment

 At
the extraordinary general meeting of shareholders held on May 18, 2023, our shareholders approved an amendment to our amended and restated
memorandum and articles of association to extend the date by which we must consummate an initial business combination from May 23, 2023
to May 23, 2024. In connection with the meeting, shareholders holding approximately 26,946,271 Class A ordinary shares exercised their
right to redeem their shares for a pro rata portion of the funds in the trust account. Following the redemptions, we had approximately
1,803,729 Class A ordinary shares outstanding.

 Sponsor
Share Conversion

 On
May 18, 2023, following the extraordinary general meeting, shareholders holding all of the issued and outstanding Class B ordinary shares
elected to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis (the "Sponsor Share Conversion").
As a result, 7,187,500 of our Class B ordinary shares were cancelled and 7,187,500 of our Class A ordinary shares were issued to such
converting Class B shareholders. The converting Class B shareholders agreed that all of the terms and conditions applicable to the Class
B ordinary shares set forth in the Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and
the Class B shareholders (the "Letter Agreement"), shall continue to apply to the Class A ordinary shares that the Class
B ordinary shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim
of any kind to the Trust Account or any monies or other assets held therein. Following the Sponsor Share Conversion, and the redemptions
mentioned above, we had approximately 8,991,229 Class A ordinary shares issued and outstanding and no Class B ordinary shares issued
and outstanding.

 Sponsor
Purchase Agreement

 On
July 14, 2023, we entered into a purchase agreement (the "Sponsor Purchase Agreement") with the Original Sponsor and the
Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor 4,317,500 of our 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 $1.00 (the "Sponsor
Purchase Price"), payable at the time we complete an initial business combination. In addition to the payment of the Sponsor Purchase
Price, the Sponsor also assumed the responsibilities and obligations of the Original Sponsor related to the Company. On August 18, 2023,
the parties to the Sponsor Purchase Agreement closed the transactions contemplated thereby.

 Business
Combination Agreement

 On
December 26, 2023, we entered into an Agreement and Plan of Merger with Power Up Merger Sub Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Merger Sub"), the Sponsor, Visiox Pharmaceuticals, Inc., a Delaware corporation ("Visiox"),
and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the "Merger
Agreement"). Pursuant to the Merger Agreement, among other things, the parties intend to effect the merger of Merger Sub with and
into Visiox, with Visiox continuing as the surviving entity (the "Merger"), as a result of which all of the issued and outstanding
capital stock of Visiox shall be exchanged for shares of common stock, par value $0.0001 per share, of the Company (the "Share
Exchange") subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned
subsidiary of the Company (the Merger, Share Exchange, and the other transactions contemplated by the Merger Agreement, together, the
"Transaction").

 Prior
to the closing date of the Transaction, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, we will
migrate out of the Cayman Islands and domesticate (the "Domestication") as a Delaware corporation in accordance with Section
388 of the DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding Class
A ordinary share and Class B ordinary share shall automatically convert, on a one-for-one basis, into one share of the Company's
Class A common stock and one share of the Company's Class B common stock, respectively. Immediately following the Domestication,
(i) each share of the Company's Class B common stock shall convert automatically, on a one-for-one basis, into one share of the
Company's Class A Common Stock, (ii) the Company's Class A common stock will be reclassified as common stock, and (iii) each
public unit will be separated into shares of common stock and public warrants.

 Our
Leadership

 Our
management team and board consist of experienced deal makers, entrepreneurs, executives and investors. Collectively, the team possesses
a wide-ranging set of competencies, with exceptional financial acumen and an extensive track record of growth and value creation. The
team is led by Suren Ajjarapu, who has over 25 years of specific experience in growing novel companies, raising capital, mergers and
acquisitions and building superior management teams.

 Acquisition
Criteria

 We
previously established the criteria and guidelines listed below in accordance with our strategy, which we believe are important in evaluating
prospective targets. However, we are not obligated or limited to pursuing or consummating an initial business combination with a target
business that meets these criteria and guidelines.

 Competitive
 Position: The target company has a defensible market position in relation to their competitors. This defensibility may come from
 technology, brand, intellectual property, scale, or talent, among other attributes.

 Management
 Team: The management team of the target company can execute on compelling growth strategies and/or recruit talented individuals
 to help execute the business strategy.

 Inflection
 Point: The target company is at an inflection point, and the expertise of our management team combined with capital can improve
 financial performance.

 Unrecognized
 Value: The target company is undervalued relative to market comps and/or as evaluated by our management team of seasoned public
 company officers and experts. In addition, our management team believes we can help the target company evaluate and improve its strategy
 and corporate governance, leading to successful value creation and re-valuation.

 Growth:
 The target company is in a position to increase its growth rates, whether organically or inorganically, and our management team can
 help to accelerate that growth through supporting innovation of additional products or services or advising on strategic transactions.

 Scalable
 Platform: The target company participates in markets of sufficient scale with the potential to achieve meaningful scale after
 the initial business combination, organically or through add-on acquisitions.

 Risk-Adjusted
 Return: We believe that an acquisition of the target company will offer our shareholders attractive risk-adjusted returns on
 their investments.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not
meet any or all of the above criteria and guidelines, we intend to disclose that the target business does not meet the above criteria
in our shareholder communications related to our initial business combination, which, as discussed in our prospectus dated February 17,
2022, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC.

 Our
Acquisition Process

 In
evaluating a prospective target business, we conduct a comprehensive due diligence review. That due diligence review may include, among
other things, financial statement analysis, document reviews, meetings with the target's management and other employees, consultations
with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek
to obtain as part of our analysis of a target company.

 We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our Sponsor or a member of our
management team. In the event we seek to complete our initial business combination with a business that is affiliated with our Sponsor
or a member of our management team, we, or a committee of independent and disinterested directors, intend to obtain an opinion from an
independent investment banking firm that is a member of the Financial Industry Regulatory Authority ("FINRA") or an independent
accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain
such an opinion in any other context.

 Certain
of our directors and officers presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entities.

 Initial
Business Combination

 So
long as our securities are listed on Nasdaq, our initial business combination must occur with one or more target businesses that together
have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection
with our initial business combination. Our board of directors intends to make the determination as to fair market value of our initial
business combination. While we consider it unlikely that our board of directors will not be able to make an independent determination
of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or
experienced with the target business, there is a significant amount of uncertainty as to the value of the target's assets or prospects,
including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex
financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary
in conducting such analysis. If our board of directors is unable to independently determine the fair market value of the target business
or businesses, we intend to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent
accounting firm with respect to the satisfaction of such criteria. Unless such opinion includes material information regarding the valuation
of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in
connection with a proposed transaction will include such opinion. We have also agreed not to enter into a definitive agreement regarding
an initial business combination without the prior consent of our Sponsor. Additionally, pursuant to Nasdaq rules, any initial business
combination must be approved by a majority of our independent directors.

 We
anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-business combination 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 of 1940, as amended, which we refer to as the Investment Company Act. Even
if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior
to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations
ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will
be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of
net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on Nasdaq for
whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Status
as a Public Company

 We
believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In
a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares
or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination
of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

 Although
there are various costs and obligations associated with being a public company, we believe target businesses will find this method a
more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial
public offering process takes a significantly longer period of time than the typical business combination transaction process, and there
are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present
to the same extent in connection with a business combination with us.

 Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriters' ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would
then have greater access to capital, an additional means of providing management incentives consistent with shareholders' interests
and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by enhancing a company's
profile among potential new customers and vendors and aid in attracting talented employees.

 While
we believe that our structure and our management team's backgrounds makes us an attractive business partner, some potential target
businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.

 We
are an "emerging growth company", as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have
issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the last business day of that year's second fiscal quarter, or (2) our annual
revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals
or exceeds $700 million as of the last business day of that year's second fiscal quarter.

 Until
the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of directors. As a result, the Nasdaq will consider us to be a "controlled company" within the meaning of the Nasdaq corporate
governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by
an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance
requirements. We have not utilized these exemptions and have complied with the corporate governance requirements of the Nasdaq, subject
to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, our shareholders will
not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Position

 With
funds available for a business combination in the amount of approximately $19.9 million as of December 31, 2023, assuming no redemptions,
before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating
a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance
sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities,
or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.

 Effecting
Our Initial Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO. We intend
to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the placement warrants, our shares,
debt or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently
intend to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early
stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject
us to the numerous risks inherent in such companies and businesses.

 If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A
ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account.

 In
the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy
solicitation materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we
would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans
in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third
party with respect to raising any additional funds through the sale of securities or otherwise.

 Selection
of a Target Business and Structuring of Our Initial Business Combination

 The
Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable
on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market
value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the
financial community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the
business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair
market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
combination.

 If
our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain
an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type
of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not
intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this
requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target
businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar
company with nominal operations.

 In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business
or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be
valued for purposes of the 80% of net assets test. There is no basis for investors in the IPO to evaluate the possible merits or risks
of any target business with which we may ultimately complete our initial business combination.

 To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,
legal and other information which will be made available to us.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Lack
of Business Diversification

 For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
 particular industry in which we operate after our initial business combination; and

 cause
 us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited
Ability to Evaluate the Target's Management Team

 Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business's management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.

 We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.

 Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

 Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

 We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or
stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

 Under
the Nasdaq listing rules, shareholder approval would typically be required for our initial business combination if, for example:

 we
 issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than
 in a public offering);

 any
 of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly
 or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares
 could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related
 party involved is classified as such solely because such person is a substantial security holder); or

 the
 issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

 The
decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval
is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a
variety of factors, including, but not limited to:

 the
 timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either
 not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in
 other additional burdens on the company;

 the
 expected cost of holding a shareholder vote;

 the
 risk that the shareholders would fail to approve the proposed business combination;

 other
 time and budget constraints of the company; and

 additional
 legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

 Permitted
Purchases and Other Transactions with Respect to Our Securities

 In
the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

 There
is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage
in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors,
officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business
combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in
the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation
of the IPO, we adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout
periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior
to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will
be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances,
our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

 In
the event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their
prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject
to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will comply with such rules.

 The
purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of
obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears
that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not
otherwise have been possible.

 In
addition, if such purchases are made, the public "float" of our ordinary shares may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange.

 Our
Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers,
directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt
of redemption requests submitted by shareholders following our mailing of proxy solicitation materials in connection with our initial
business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would
identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share
of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire shares
based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at
the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors
or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal
securities laws.

 Any
purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be
complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates
will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

 Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net
of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be approximately $11.03 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay the underwriters.
The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
Our sponsor, our directors, and our officers have entered into the Letter Agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares held by them, and any public shares they may acquire during or after this
offering in connection with the completion of our initial business combination.

 Limitations
on Redemptions

 Our
amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination
(so that we do not then become subject to the SEC's "penny stock" rules). However, the proposed business combination
may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that
are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares,
and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. In addition, if accepting all properly
submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum and articles of
association would cause our net tangible assets to be less than $5,000,001, we would not proceed with the amendment or the related redemption
of our public shares at such time.

 Manner
of Conducting Redemptions

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii)
by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement.
Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with
our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or
seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct
redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or
stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain
and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

 If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association:

 conduct
 the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

 file
 tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
 and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
 Exchange Act, which regulates the solicitation of proxies.

 Upon
the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer,
to comply with Rule 14e-5 under the Exchange Act.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business
combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public
shareholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will
be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets
will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred
underwriting commission (so that we are not subject to the SEC's "penny stock" rules) or any greater net tangible
asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public
shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing
requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and
restated memorandum and articles of association:

 conduct
 the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
 of proxies, and not pursuant to the tender offer rules; and

 file
 proxy solicitation materials with the SEC.

 We
expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we
expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice
of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently
intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we
are not able to maintain our Nasdaq listing or Exchange Act registration.

 In
the event that we seek shareholder approval of our initial business combination, we will distribute proxy solicitation materials and,
in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business
combination.

 If
we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and
their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after the IPO
in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination,
our sponsor and its permitted transferees will own approximately 20.0% of our issued and outstanding ordinary shares entitled to vote
thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a
business combination.

 Limitation
on Redemption upon Completion of Our Initial Business Combination if we Seek Shareholder Approval

 If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated 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 Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as "Excess Shares", without
our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means
to force us, our sponsor or our management team to purchase their shares at a significant premium to the then-current market price or
on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our
initial public offering could threaten to exercise its redemption rights if such holder's shares are not purchased by us, our sponsor
or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders'
ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit
the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,
particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash.

 However,
we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.

 Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights

 We
may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in "street name," to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender
offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC System,
rather than simply voting against the initial business combination. The tender offer or proxy solicitation materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are
requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send
out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination
if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant
to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final
proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption
if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $100.00 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.

 The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the shareholders' vote on an initial
business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had
an "option window" after the completion of the business combination during which he or she could monitor the price of the
company's shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the general meeting, would become "option" rights surviving past the completion of
the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior
to the meeting ensures that a redeeming shareholder's election to redeem is irrevocable once the business combination is approved.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote
on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 Redemption
of Public Shares and Liquidation If No Initial Business Combination

 Our
amended and restated memorandum and articles of association provides that we will have until May 23, 2024 (or until the end of any Extension
Period) to consummate an initial business combination. If we have not consummated an initial business combination by May 23, 2024 or
by the end of any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten 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 our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business
combination by May 23, 2024 or by the end of any Extension Period. Our amended and restated memorandum and articles of association provides
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing
procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days
thereafter, subject to applicable Cayman Islands law.

 Our
initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed
to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares (but
will retain such rights for any public shares) they hold if we fail to consummate an initial business combination by May 23, 2024 or
by the end of any Extension Period (although the initial shareholders, and each member of our management team will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within the prescribed time frame).

 Our
initial shareholders and each member of our management team have agreed, pursuant to a written agreement with us, that they will not
propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 23, 2024 or
by the end of any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment
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 our taxes, if any, divided by the number of the then-outstanding
public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001
either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC's "penny
stock" rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we
cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares
at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial shareholders,
any member of our management team or any other person.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining from the funds held outside the trust account (if any) (being none as of December 31, 2023), together with
up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there
will be sufficient funds for such purpose.

 If
we were to expend all of the net proceeds of our initial public offering and the sale of the placement warrants, other than the proceeds
deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
amount received by shareholders upon our dissolution would be $11.03. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be less than $11.03. While we intend to pay such amounts,
if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

 Although
we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our
public shareholders, there is no guarantee that such parties will execute such agreements or, even if such parties execute such agreements,
that such parties would be prevented from bringing claims against the trust account for, among other things, fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in
order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party
refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis
of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management
believes that such third-party's engagement would be significantly more beneficial to us than any alternative.

 Examples
of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
the underwriters of our initial public offering and our independent registered public accounting firm have not executed agreements with
us waiving such claims to the monies held in the trust account. Further, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will
not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has
agreed that it will be liable to us if and to the extent any claims by (A) a third-party for services rendered or products sold to us
(other than our independent registered public accounting firm), or (B) a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $11.03 per public share and (ii) the
actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $11.03
per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our
tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed
a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed
waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such
third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets
are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our
officers, directors or other affiliates will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses. Recourse against us and our sponsor will be limited as noted herein; there will not be any recourse
against any of our affiliates other than sponsor as noted herein.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $11.03 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $11.03 per public share
due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax
obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce
its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against
our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business
judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual
value of the per-share redemption price will not be less than $11.03 per public share.

 We
seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. However, there is no guarantee
that such parties will execute such agreements or, even if such parties execute such agreements, that such parties would be prevented
from bringing claims against the trust account for, among other things, fraudulent inducement, breach of fiduciary responsibility or
other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the trust account. Our sponsor will also not be liable as to any claims
under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities
Act. We have access to approximately no liquid assets (based on the amount held outside of the trust account as of December 31, 2023)
with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors,
however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any
bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $11.03 per public share to
our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result,
a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself
and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of
creditors. We cannot assure you that claims will not be brought against us for these reasons.

 Our
public shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination by May 23, 2024 or by the end of any Extension Period, (ii) in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 23, 2024 or
by the end of any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall
not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we
have not consummated an initial business combination by May 23, 2024 or by the end of any Extension Period with respect to such Class
A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust
account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder's voting
in connection with the business combination alone will not result in a shareholder's redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies. Many of these entities are well established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess financial, technical, human and other resources greater than ours. Our ability to acquire larger target businesses
will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business.

 Furthermore,
our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not
be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination.

 Human
Capital Management

 We
currently have two officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount
of time our officers devote in any time period varies based on the stage of the business combination process we are in. We do not intend
to have any full-time employees prior to the completion of our initial business combination.

 Periodic
Reporting and Financial Information

 We
have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act,
our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

 We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender
offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or
reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in
accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance
with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any
particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance
with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance
with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed
target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

 We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company would we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.

 We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial
business combination.

 We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciation will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part
of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or
other sums due under a debenture or other obligation of us.

 We
are an "emerging growth company", as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have
issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the last business day of that year's second fiscal quarter, or (2) our annual
revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals
or exceeds $700 million as of the last business day of that year's second fiscal quarter.

 Available
Information

 We
file annual reports, quarterly reports, current reports, proxy statements and other information with the Securities and Exchange Commission
(the "SEC"). Our SEC filings are available to the public through the "Investor Relations" portion of our website
as soon as practicable after we have electronically filed such material with, or furnished it to, the SEC. In addition, the SEC maintains
a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC at www.sec.gov.

 Our
internet address is www.powerupacq.com. The information on our website is not, and shall not be deemed to be, part of this Annual Report
on Form 10-K or incorporated into any other filings we make with the SEC, except as shall be expressly set forth by specific reference
in any such filings. All website addresses in this report are intended to be inactive textual references only.

 Item
1A. Risk Factors.

 As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required
by this Item. Factors that could cause our actual results to differ materially from any forward-looking statements in this Report are
any of the risks described in our final prospectus for our initial public offering filed with the SEC and the risks described in this
Report and other reports we have filed with the Securities and Exchange Commission. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or
that we currently deem immaterial may also impair our business or results of operations.

 Below
is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 we
 are an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;

 we
 may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed
 time frame;

 past
 performance by our management team or their respective affiliates may not be indicative of future performance of an investment in
 us;

 our
 expectations around the performance of a prospective target business or businesses may not be realized;

 we
 may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

 we
 may seek acquisition opportunities in industries or sectors which may or may not be outside of our management's area of expertise;

 although
 we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we
 may enter into our initial business combination with a target that does not meet such criteria and guidelines, and, the target business
 with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and
 guidelines;

 our
 officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have
 conflicts of interest with our business or in approving our initial business combination;

 we
 may not be able to obtain additional financing to complete our initial business combination or reduce number of shareholders requesting
 redemption;

 we
 may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing
 market price of our shares at that time;

 if
 the conditions to closing contained in the Business Combination Agreement we entered into in December 2023, are not met or waived,
 the business combination may not occur;

 you
 may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

 trust
 account funds may not be protected against third party claims or bankruptcy;

 an
 active market for our public securities' may not develop and you will have limited liquidity and trading;

 the
 availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to
 the business combination;

 our
 financial performance following a business combination with an entity may be negatively affected by their lack an established record
 of revenue, cash flows and experienced management;

 various
 macro economic conditions, geopolitical events and international conflicts beyond our control could result in market volatility that
 could adversely affect our stock price and may impact our financial condition and search for a target company; and

 our
 independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about
 our ability to continue as a "going concern."

 For
the complete list of risks relating to our operations, see the section titled "Risk Factors" contained in our prospectus
dated November 17, 2022, and other reports and filings we have made, and will make with the Securities and Exchange Commission.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item
1C. Cybersecurity

 We
are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition
transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the
oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.

 Item
2. Properties.

 We
currently maintain our executive offices at 188 Grand Street, Unit #195, New York, NY 10013. The cost for our use of this space is included
in the $10,000 per month fee we pay to an affiliate of our Original Sponsor for office space and administrative and support services.
We consider our current office space adequate for our current operations.

 Item
3. Legal Proceedings.

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 (a)
Market Information

 Our
units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols "PWUPU," "PWUP" and
"PWUPW," respectively. Our units commenced public trading on February 18, 2022, and our Class A ordinary shares and warrants
commenced public trading separately on April 11, 2022.

 (b)
Holders

 Although
there are a larger number of beneficial owners, as of
February 13, 2024, there was one holder of record of our units, three holders of record of our Class A ordinary shares, no holders
of record of our Class B ordinary shares, and one holder of record of our warrants.

 (c)
Dividends

 We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent
to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.

 (d)
Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)
Recent Sales of Unregistered Securities

 None.

 (f)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 (g)
Use of Proceeds from the Initial Public Offering

 On
February 23, 2022, we consummated our initial public offering of 28,750,000 units. Each unit consists of one Class A ordinary share of
the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $287,500,000. Prior to the closing of our initial public offering, the underwriters for our initial
public offering exercised their over-allotment option in full, which we announced in a press release issued on February 23, 2022.

 A
total of $294,687,500, comprised of the proceeds from the initial public offering after offering expenses and a portion of the
proceeds of the sale of the private placement warrants, was placed in the trust account. On May 18, 2023, we held an extraordinary
general meeting of shareholders. In connection with this meeting, holders of 26,946,271 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.55 per share, for an aggregate redemption
amount of approximately $284 million. The Company subsequently learned that the per share redemption price for the redemption
effected on May 18, 2023 should have been approximately $10.57 per share, which is approximately $0.02 higher than the approximately
$10.55 per share previously paid. The Company made a "true-up" payment in the amount of approximately $0.02 per share to
the holders of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in
the trust account. On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of
$632,968. As of February 29, 2024, a total of approximately $19.9 million of the net proceeds from our IPO remain in the trust
account.

 The
net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are held in the trust
account and invested as described elsewhere in this Report.

 There
has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement
warrants as is described in our final prospectus related to our initial public offering.

 Item
6. Reserved.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes thereto which are included in "Item 8. Financial Statements and Supplementary
Data" of this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including
those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere
in this Report.

 Overview

 We
are a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction ("Business Combination")
with one or more businesses or entities. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical
location, we have focused, and intend to focus, on industries that complement our management's background and to capitalize on
the ability of our management team to identify and acquire a business. We may pursue a transaction in which our shareholders immediately,
prior to completion of our initial Business Combination, would collectively own a minority interest in the combined post-Business Combination
company. We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the "IPO")
and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

 We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete
a Business Combination will be successful.

 Results
of Operations

 As
of December 31, 2023, the Company had not commenced any operations. From February 9, 2021 (inception) until the Company's initial
public offering on February 23, 2022, the Company's entire activity was in preparation for an initial public offering, and following
the Company's IPO through December 31, 2023, the Company's entire activity has been limited to the search for a prospective
initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination
at the earliest. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as expenses for due diligence efforts. Our operating expenses consist of general and administrative expenses necessary
to operate and maintain the Company as we pursue one or more Business Combinations.

 For
the year ended December 31, 2023, we had a net income of $4,464,079, which consisted of operating expenses of $1,340,168 and interest expense on debt discount of $8,966, offset by
interest income of $5,813,213.

 For
the year ended December 31, 2022, we had a net income of $3,340,238, which consisted of interest income of $4,316,583, offset by operating
expenses of $976,345.

 Liquidity
and Capital Resources

 Until
the consummation of the IPO, our only source of liquidity was an initial purchase of Founder Shares by the Original Sponsor and loans
from the Original Sponsor.

 On
February 23, 2022, the Company consummated the IPO of 25,000,000 units ("Units") with respect to the ordinary shares included
in the Units being offered (the "Public Shares") at $10.00 per Unit generating gross proceeds of $250,000,000. 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 Original Sponsor generating gross proceeds of $13,707,500.
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 Original Sponsor, generating gross proceeds of $937,500.

 For
the year ended December 31, 2023, net cash used in operating activities was $653,107, net cash provided by investing activities was $284,916,127
and net cash used in financing activities was $284,760,279.

 For
the year ended December 31, 2022, net cash used in operating activities was $1,408,786, net cash used in investing activities was $294,687,500
and net cash provided by financing activities was $296,593,545 mainly reflecting the proceeds of the IPO and subsequent deposit into
the Trust Account.

 We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (less taxes payable and deferred underwriting commissions), to complete our initial Business Combination. We may withdraw interest
income (if any) to pay taxes, if any. Our annual tax obligations will depend on the amount of interest and other income earned on the
amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient
to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business
Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023, the Company had $0 in its operating bank account, $19,901,169 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 deficit of $322,105.
As of December 31, 2023, $5,813,213 of the amount in the Trust Account is represented as interest earned on investments held in the Trust
Account.

 The
Company has until May 23, 2024 to consummate an initial Business Combination. However, if the Company anticipates that it may not be
able to consummate an initial Business Combination prior to May 23, 2024, its shareholders may vote by special resolution to amend the
Company's amended and restated memorandum and articles of association to extend the period of time that the Company has to consummate
the initial Business Combination (any such extended period of time, an "Extension Period").

 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 New Sponsor, shareholders, officers, directors, or third parties. The
Company's officers, directors and New 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. Unless the shareholders vote for an additional extension, the remaining life
of the Company as of December 31, 2023 is under 12 months.

 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 consolidated financial statements. These consolidated 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.

Party Transactions

 Founder

 On
February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company's Class B ordinary shares, par value $0.0001
("Class B ordinary shares") for an aggregate price of $25,000, and on December 18, 2021, the Original Sponsor surrendered
2,156,250 Class B ordinary shares, so that the Original Sponsor owned an aggregate of 6,468,750 Class B ordinary shares. On February
11, 2022, the Company effected a 1.11111111-for-1.0 share dividend of its Class B ordinary shares, so that the Original Sponsor owned
an aggregate of 7,187,500 Founder Shares. The share dividend was retroactively restated. Since the underwriters' exercised their
overallotment option in full upon IPO, none of the Founder Shares were forfeited.

 The
Founder Shares are subject to certain transfer restrictions, as described below.

 The
Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business
Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital
share exchange or other similar transaction that results in all of the Company's shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property.

 On
August 18, 2023, the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private
placement warrants for an aggregate purchase price of $1.00, payable at the time of the initial Business Combination.

 Private
Placement

 On
February 23, 2022, simultaneously with the consummation of the IPO and the underwriters' exercise of their over-allotment option
in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at
a price of $1.50 per Private Placement Warrant, generating gross proceeds of $14,645,000. Each whole Private Placement Warrant is exercisable
for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was
added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the
Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable
on a cashless basis.

Party Loans

 On
February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO
pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable on the earlier of September 30,
2022 or the completion of the IPO. The Note was paid off in January 2022 after the IPO.

 On
December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the
"Lender"), pursuant to which the Lender loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned
$250,000 to the Company. As of December 31, 2023 and December 31, 2022, there was $155,848 and $0 in borrowings under the agreement,
respectively. The debt discount is being amortized to interest expense as a non-cash
charge over the term of the loan and transfer liability, in which is generally the Company's expected Business Combination date
at the time of each draw. During the year ended December 31, 2023, the Company recorded $8,966 of interest expense related to the amortization
of the debt discount. The remaining balance of the debt discount as of December 31, 2023 amounted to $143,464.

 In
addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New
Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required
("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans
out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds
held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held
outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working
Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of
the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

 Administrative
Services Fee

 We
agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation,
to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the
year ended December 31, 2023 and 2022, the Company has incurred $120,000 and $100,000, respectively, of expenses under this arrangement.

 Deferred
Underwriting Fees

 The
underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,000,000 in the aggregate at the closing of the IPO. The
underwriters agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid at Business Combination
($750,000 in the aggregate). In addition, the underwriters were entitled to a deferred underwriting commissions of $0.35 per unit, or
$10,062,500 from the closing of the IPO. The total deferred fee was $10,812,500 consisting of the $10,062,500 deferred portion and the
$750,000 cash discount agreed to be deferred until Business Combination. The deferred fee was to become payable to the underwriters from
the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting
agreement.

 On
June 28, 2023, the underwriters agreed to waive their entitlements to the deferred underwriting commissions of $10,812,500 pursuant to
the underwriting agreement for the IPO (the "Underwriting Agreement"). As a result, $10,812,500 was recorded to additional
paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying consolidated financial statements
(see Note 6 to the consolidated financial statements contained elsewhere in this Quarterly Report).

 Due
to affiliate

 As
of December 31, 2023 and 2022, $238,939 and $122,689, respectively, has been accrued and shown as 'Due to affiliate' in the
accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds. The amount
is due to New Sponsor and will be repaid as soon as practical from the Company's operating account.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not
participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into
any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or purchased any non-financial assets.

 Critical
Accounting Policies

 The
preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting
policies:

 Warrant
Instruments

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments'
specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
("ASC 815"). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480,
meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification
under ASC 815, including whether the instruments are indexed to the Company's own ordinary shares and whether the instrument holders
could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions
for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance
and as of each subsequent quarterly period end date while the instruments are outstanding. The Company determined, upon further review
of the warrant agreement, that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for
equity accounting treatment.

 Ordinary
shares Subject to Possible Redemption

 We
account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption is classified as a liability
instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption
rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our
ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain
future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders'
deficit section of our balance sheets.

 Net
Income (loss) Per Share of Ordinary shares

 We
apply the two-class method in calculating earnings per share. Net income per share of the Class A shares, basic and diluted is calculated
by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding
since original issuance. Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is calculated by dividing
the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number of shares of Class B ordinary
shares outstanding for the periods presented.

 Recently
Adopted Accounting Standards

 Recent
Accounting Standards

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's consolidated financial statements.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement
to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, utilities and secretarial, and administrative
support services provided to the Company. We began incurring these fees on February 23, 2022 and will continue to incur these fees monthly
until the earlier of the completion of a Business Combination or the Company's liquidation.

 Critical
Accounting Estimates

 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 and the reported amounts of expenses during the reporting periods.

 Making
estimates requires management to exercise significant judgment. 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. Accordingly, the actual results could differ
significantly from those estimates.

 JOBS
Act

 On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We qualify as an "emerging growth company" and are allowed to comply with new or revised
accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption
of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates
on which adoption of such standards is required for non-emerging growth companies. As such, our consolidated financial statements may
not be comparable to companies that comply with public company effective dates.

 Subject
to certain conditions set forth in the JOBS Act, we may not be required to, among other things, (i) provide an auditor's attestation
report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all
of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and
Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information about the audit and the consolidated financial statements
(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive
compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions apply for a
period of five years following the completion of the IPO or until we are no longer an "emerging growth company," whichever
is earlier.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide disclosure under this Item
7A.

 Item
8. Financial Statements and Supplementary Data.

 Reference
is made to pages F-1 through F-18 following Item 16, which comprise a portion of this Report.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at
a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports
filed under the Exchange Act is recorded process, summarized and reported within the time periods specified in the SEC's rules
and forms.

 Management's
Report on Internal Controls Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act. The Company's management assessed the effectiveness of its internal control
over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment,
management has concluded that, as of December 31, 2023, the Company's internal control over financial reporting was effective.

 This
Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to
scaled disclosure requirements applicable to non-accelerated filers that permit us to provide only management's report in this
Report.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information.

 On
March 5, 2024, the Company together with Sponsor and Visiox entered into a separate Subscription Agreement (each, a
"Subscription Agreement") with four separate investors (each, an "Investor"), whereby, to support the
Company's anticipated de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $1,000,000 (the
"Contribution"). The Sponsor utilized the Contribution to support the Company's anticipated de-SPAC transaction by
funding certain obligations to Visox under the terms of a convertible promissory note dated December 1, 2023, and also used a
portion of the proceeds to fund certain working capital loans (together, all loans and advances, the "March Loan"). In
consideration for the Contribution, the Company will issue to the Investors an aggregate of 1,000,000 shares of Class A common stock
at the closing of its initial business combination (the "De-SPAC Closing"). The March Loan will not accrue interest and
will be repaid by the Company upon the De-SPAC Closing, or,
otherwise the Sponsor will pay to the Investors all repayments of the March Loan Sponsor itself has received within two business
days of the De-SPAC Closing, up to the amount of the Contribution. The Investors may elect at the De-SPAC Closing to receive such
payments in cash or shares of the Company's Class A common stock, at a rate of one share for each ten dollars ($10.00) of
Contribution. In
the event that the De-SPAC Closing does not occur within 120 days of the date of the Subscription Agreement (the "Closing
Deadline"), the Company and the Sponsor will transfer a total of 62,500 shares of the Company's Class A common stock to
the Investors and will transfer an additional 62,500 shares to the Investors at the conclusion of each 60 day period following the
Closing Deadline until the De-SPAC Closing occurs. In
the event the Company liquidates without consummating its initial business combination, the Sponsor and an affiliate of the Sponsor
will transfer a total of 150,000 shares of Kernel Group Holdings, Inc. to the Investors.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 As
of the date of this Report, our directors and officers are as follows:

 Name

 Age

 Position

 Surendra
 Ajjarapu

 Chief
 Executive Officer and Executive Chairman

 Howard
 Doss

 Chief
 Financial Officer

 Michael
 L. Peterson

 Donald
 G. Fell

 Avinash
 Wadhwani

 Mayur
 Doshi

 The
experience of our directors and executive officers is as follows:

 Surendra
Ajjarapu

 Suren
Ajjarapu (age: 53) began serving as an officer and director of the Company in August 2023. He has served as Chairman of the Board, Chief
Executive Officer and Secretary of TrXADE HEALTH, INC (Nasdaq: MEDS) a Delaware corporation, and its predecessor company since July 2010.
He is also currently a director of Oceantech Acquisition I Corp., traded on Nasdaq under the symbol "OTEC", serves
as Chairman of the board of directors of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ: KRNL) ("KRNL")
(since December 2022) and Semper Paratus Acquisition Corporation, a special purpose acquisition company (NASDAQ: LGST). Beginning
in 2021, Mr. Ajjarapu served as Chief Executive Officer and Chairman of Aesther Healthcare Acquisition Corp., a special purpose acquisition
company that consummated its initial business combination in February 2023. Mr. Ajjarapu is currently serving as a director of the merged
company, Ocean Biomedical, Inc. (NASDAQ: OCEA). Since March 2018, Mr. Ajjarapu has served as Executive Chairman of the Board of Kano
Energy Corp., a company involved in the development of renewable natural gas sites in the United States. Mr. Ajjarapu was a Founder and
served as Chief Executive Officer and Chairman of the Board of Sansur Renewable Energy, Inc., a company involved in developing wind power
sites in the Midwest of the United States, from March 2009 to December 2012. Mr. Ajjarapu was also a Founder, President and Director
of Aemetis, Inc., a biofuels company (NASDAQ: AMTX), and a Founder, Chairman and Chief Executive Officer of International Biofuels, a
subsidiary of Aemetis, Inc., from January 2006 to March 2009. Mr. Ajjarapu was Co-Founder, Chief Operations Officer, and Director of
Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations
in India. Mr. Ajjarapu graduated from South Dakota State University with a M.S. in Environmental Engineering, and from the University
of South Florida with an M.B.A., specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture
Capital and Private Equity program at Harvard University.

 Howard
Doss

 Howard
Doss (age: 70) began serving as an officer of the Company in August 2023. Mr. Doss is a seasoned chief financial officer and accountant.
He currently serves as Chief Financial Officer of KRNL. And, beginning in 2021, he served as Chief Financial Officer of Aesther Healthcare
Acquisition Corp., a special purpose acquisition company until it consummated its initial business combination in February 2023. He has
also served as chief financial officer of TRxADE HEALTH, INC., an online marketplace for health traded on Nasdaq under the symbol "MEDS."
Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO
Seidman, Dallas) in 1977 and in 1980 he joined the investment firm Van Kampen Investments, opening the firm's southeast office
in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton. After working for the Principal Financial
Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high net worth individuals.
He retired from that position in 2009. He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company,
from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute
of CPA's. He is a graduate of Illinois Wesleyan University.

 Michael
L. Peterson

 Michael
Peterson (age: 61) began serving as a director of the Company in August 2023. He commenced serving as President, Chief Executive Officer
and as a member of the Board of Directors of Lafayette Energy Corp. in April 2022. Beginning in September 2021, Mr. Peterson served as
a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee
of Aesther Healthcare Acquisition Corp. (Nasdaq: AEHA), a special purpose acquisition company, that consummated its initial business
combination in February 2023. Mr. Peterson is currently serving as a director of the merged company, Ocean Biomedical, Inc. (Nasdaq:
OCEA) (f.k.a Aesther Healthcare Acquisition Corp.). In addition, Mr. Peterson commenced serving
as an independent director of Oceantech Acquisition I Corp., in March 2023, began serving
as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition Corporation in June
2023. Mr. Peterson has served as the president of Nevo Motors, Inc. since December 2020, which was established to commercialize
a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational. Since May 2022, Mr.
Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil
and gas exploration and development company which is in the process of going public. Since February 2021, Mr. Peterson has served on
the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr.
Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei,
Taiwan from June 2018 to June 2021. Mr. Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, INC (formerly
Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq: MEDS). Mr. Peterson served as the Chief Executive Officer of PEDEVCO Corp.
(NYSE American: PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural
gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and
May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO's predecessor) from July 2012 to October 2014,
and as PEDEVCO's President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice
President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board
of directors from July 2012 to September 2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December
2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis,
Inc. (formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX),
and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based
developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr.
Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000
to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work
exclusively with high-net-worth investors. From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co.
in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management
and a BS in statistics/computer science from Brigham Young University.

 Donald
G. Fell

 Donald
G. Fell (age 78) began serving as a director of the Company in August 2023. He brings along a wealth of experience in the field of economics
and business to the Company. Mr. Fell served as an independent director of Aesther Healthcare Acquisition Corp., a special purpose acquisition
company, from 2021 until it consummated its initial business combination in February 2023. Mr. Fell has served as an independent director
of TRxADE HEALTH, INC (Nasdaq: MEDS) since January 2014, as well as a director of Trxade Nevada since December 2013. In addition, he
 commenced serving as an independent director of OTEC in March 2023. In addition, Mr.
Fell commenced serving as an independent director of Oceantech Acquisition I Corp., in March
2023, began serving as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition
Corporation in June 2023. He is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching
Economics and adjunct professor of economics for the University of Colorado, Colorado Springs. Mr. Fell held positions with the University
of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the
Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting professor at the University of LaRochelle, France, and an adjunct
professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees
in economics from Indiana State University and his all but dissertation (ABD) in economics from Illinois State University. Through his
work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has overseen graduate institutes
on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

 Avinash
Wadhwani

 Mr.
Wadhwani (age: 56) began serving as a director of the Company in August 2023. He is currently the Executive Vice President and Strategic
Advisor of TransForm Solution Inc., a business process outsourcing (BPO) company that specializes in analytics, digital interventions,
and operations management, a role he has served in since May 2023. From April 2009 to April 2020, Mr. Wadhwani held positions at Cognizant
Technology Solutions ("Cognizant"), a multi billion dollar, IT services and consulting company, ending his tenure at Cognizant
as Assoc. Director, Capital Markets & Investment Banking. Mr. Wadhwani served as Senior Manager, Business Development – Banking
& Capital Markets at Headstrong (now Genpact (NYSE: G)) from 2003 to 2005 and as Assistant Vice President at Polaris Software Services
from 1999 to 2002. In India, Mr. Wadhwani served as the Head of Institutional Equity Sales at Daewoo Finance (India) Ltd. from 1994 to
1999 and in product marketing and sales at Tata Consultancy Services from 1991 to 1994. Throughout his career, Mr. Wadhwani has negotiated
and closed several multi-year, multi-million dollar global technology service deals across the financial services, retail and media &
entertainment industries. He is the co-founder of a SaaS based blockchain startup, which he was instrumental in conceptualizing, architecting
and building from the ground up. Mr. Wadhwani brings hands on experience working at startups, growth stage organizations, and Fortune
500 companies. He serves on the board of Semper Paratus Acquisition Corp (NASDAQ: LGST) and on the board of a U.S. based nonprofit, Quench
and Nourish. Mr. Wadhwani earned a degree in Computer Science and a Masters in Marketing degree, both from the University of Mumbai.
He holds an MBA (Executive) from the Columbia Business School in New York City.

 Mayur
Doshi

 Mr.
Doshi (age: 62) began serving as a director of the Company in August 2023. He is President and CEO of AlfaGene Bioscience, Inc. He has
successfully initiated several companies and for the last ten years has been the CEO of Apogee Pharma. He has over 20 years of experience
in the global generic pharmaceutical market. He is a trained chemist and seasoned entrepreneur with extensive experience in active pharmaceutical
ingredients. He has more than twenty years of Pharmaceutical and Bio-tech industry experience; entering the generic pharmaceutical industry
in 1988. He is Chairman and Managing Director of Apogee Pharma, Inc., a major importer of APIs (Active Pharmaceutical Ingredients). He
works closely with his clients assisting them in bringing new generic drugs to market, including Barr Pharmaceuticals, DuPont Pharmaceuticals,
Sandoz, Wyeth and Watson. He is also a major investor in a generic pharmaceutical company and is the founder of, and primary investor
in, AlfaGene. He worked and managed extensively in the Pharmaceutical industry and created a multimillion dollar company. Mr. Doshi also
serves as a philanthropist for various organizations.

 Family
Relationships

 There
are no family relationships between any of our current officers or directors.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors consists of five members. Holders of our founder shares have the right to appoint all of our directors prior to consummation
of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors
during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by at least 90% of our founder shares voting in a general meeting. Our board of directors is divided into three classes,
with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first
annual meeting of shareholders) serving a 3-year term. Subject to any other special rights applicable to the shareholders, any vacancies
on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our
board or by a majority of the holders of our founder shares.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers
may consist of a chairman, a chief executive officer, a president, a chief operating officer, chief financial officer, vice presidents,
a secretary, assistant secretaries, a treasurer and such other offices as may be determined by the board of directors.

Independence

 The
Nasdaq listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). We have three "independent directors" as defined in the Nasdaq
listing standards and applicable SEC rules prior to completion of the initial public offering. A majority of our board of directors is
comprised of independent directors to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules.

 Our
board of directors has determined that Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani are independent directors
under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors
are present.

 Controlled
Company Status

 Until
the completion of our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors.
As a result, the Nasdaq considers us to be a "controlled company" within the meaning of the Nasdaq corporate governance standards.
Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group
or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to
applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same
protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors. Subject to phase-in provisions, the rules of the Nasdaq require that the compensation committee and
the nominating committee of a listed company be comprised solely of independent directors; provided that if no such nominating committee
exists, such selection or recommendation may be made by independent directors constituting a majority of the board's independent
directors.

 Audit
Committee

 We
have established an audit committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required
to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Michael
L. Peterson, Avinash Wadhwani, and Donald G. Fell are members of our audit committee, and Michael L. Peterson serves as the chairman
of the audit committee. Our board of directors has determined that each member of the audit committee is independent under the Nasdaq
listing standards and applicable SEC rules. Each member of the audit committee is financially literate and our board of directors has
determined that Michael L. Peterson qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

 We
have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee,
including:

 assisting
 board oversight of (i) the integrity of our financial statements, (ii) our compliance with leg and regulatory requirements, (iii)
 our independent auditor's qualifications and independence, and (iv) the performance of our internal audit function and independent
 auditors;

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
 registered public accounting firm engaged by us;

 pre-approving
 all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged
 by us, and establishing pre-approval policies and procedures;

 and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 setting
 clear hiring policies for employees or former employees of the independent auditors;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal
 quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,
 of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years
 respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 meeting
 to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent
 auditor, including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition
 and Results of Operations";

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
 any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
 regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
 by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Nominations

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may
recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Michael L.
Peterson, Avinash Wadhwani, and Donald G. Fell. In accordance with Rule 5605 of the Nasdaq rules, each of the foregoing directors is
independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

 Our
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general
meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the
procedures set forth in our amended and restated memorandum and articles of association. However, prior to our initial business combination,
holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our board of directors considers a number of qualifications relating
to management and leadership experience, background and integrity and professionalism in evaluating a person's candidacy for membership
on the board of directors. Our board of directors may require certain skills or attributes, such as financial or accounting experience,
to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to
obtain a broad and diverse mix of board members.

 Compensation
Committee

 We
have established a compensation committee of our board of directors. The members of our compensation committee are Michael L. Peterson,
Avinash Wadhwani, and Donald G. Fell. Donald G. Fell serves as chairman of the compensation committee.

 Under
the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to
certain phase-in provisions. Our board of directors has determined that each member of the compensation committee is independent.

 We
have adopted a compensation committee charter, which is available on our website and details the principal functions of the compensation
committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation
 (if any is paid by us), evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining
 and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

 and making recommendations to our board of directors with respect to the compensation, any incentive-compensation and equity-based
 plans that are subject to board approval of all of our other officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding
the foregoing, as indicated above, other than reimbursement of expenses and as set forth below, no compensation of any kind, including
finder's, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their
respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although
we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to
or in connection with our initial business combination.

 Accordingly,
it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for
the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and
the SEC.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.

 Code
of Ethics

 We
have adopted a code of ethics and business conduct, which we refer to as the Code of Ethics, applicable to our directors, officers and
employees. We have filed a copy of our form of Code of Ethics, audit committee charter and compensation committee charter as exhibits
to our registration statement on Form S-1 (File No. 333-261941), which exhibits are incorporated by reference as exhibits to this Report.
You may review these documents by accessing our public filings at the SEC's web site at www.sec.gov. In addition, a copy
of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain
provisions of our Code of Ethics in a Current Report on Form 8-K.

 Insider
Trading Arrangements and Policies

 Subsequent
to the consummation of the IPO, we adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during
certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our
legal counsel prior to execution.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership
of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required
by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of
such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our
executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of
the Exchange Act.

 Item
11. Executive Compensation.

 Compensation
Discussion and Analysis

 None
of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services
rendered to us. We pay our Original Sponsor up to $10,000 per month for office space, administrative and support services. Our Sponsor,
officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, Original Sponsor, officers, directors
or our or any of their affiliates.

 After
the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management
fees from the combined company. All of these fees will be described, to the extent then known, in the proxy solicitation materials or
tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any
limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the
amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-transaction
business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined,
or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors.

 We
are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The
existence or terms of any such employment or consulting arrangements may influence our management's motivation in identifying or
selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial
business combination should be a determining factor in our decision to proceed with any potential business combination.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 29, 2024 based
on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 each
 of our executive officers and directors that beneficially owns our ordinary shares; and

 all
 our executive officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our
ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement
warrants as these warrants are not exercisable within 60 days of the date of this Report.

 In
the table below, percentage ownership is based on 8,991,229 ordinary shares issued and outstanding as of February 29, 2024. On
all matters to be voted upon, except for the election or removal of directors of the board prior to the initial business combination,
holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class. All of the Class B ordinary shares
have been converted into Class A ordinary shares on a one-for-one basis.

 Class A Ordinary Shares

 Class B Ordinary Shares

 Number of

 Number of

 Approximate

 Approximate

 Approximate

 Percentage

 Beneficially

 Percentage

 Beneficially

 Percentage

 of Voting

 Name and Address of Beneficial Owner (1)

 Owned

 of Class

 Owned (2)

 of Class

 Control

 SRIRAMA Associates, LLC (our Sponsor) (3)

 4,317,500

 48.0
 %

 —

 —

 48.0
 %

 Suren Ajjarapu (3)

 —

 —

 —

 —

 —

 Howard Doss

 —

 —

 —

 —

 —

 Michael L. Peterson

 —

 —

 —

 —

 —

 Donald G. Fell

 —

 —

 —

 —

 —

 Avinash Wadhwani

 —

 —

 —

 —

 —

 Mayur Doshi

 —

 —

 —

 —

 —

 All executive officers and directors as a group (7 individuals)

 4,317,500

 48.0
 %

 —

 —

 48.0
 %

 Five Percent Holders

 Power Up Sponsor LLC (our Original Sponsor) (4)

 2,870,000

 31.9
 %

 —

 —

 31.9 %

 (1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Power Up Acquisition Corp., 188 Grand
Street, Unit #195, New York, NY 10013.

 (2)
All Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis.

 (3)
Our Sponsor is the record holder of such shares. Mr. Ajjarapu is the managing member of our Sponsor. As such, Mr. Ajjarapu has voting
and investment discretion with respect to the ordinary shares held of record by our Sponsor and may be deemed to have shared beneficial
ownership of the ordinary shares held directly by our Sponsor. Mr. Ajjarapu disclaims beneficial ownership of any shares other than to
the extent he may have a pecuniary interest therein, directly or indirectly.

 (4)
Our Original Sponsor is the record holder of such shares. Messrs. Hack and Schillinger are the managing members of our Original Sponsor.
As such, each of Messrs. Hack and Schillinger has voting and investment discretion with respect to the ordinary shares held of record
by our Original Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by our Original Sponsor.
Each of Messrs. Hack and Schillinger disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest
therein, directly or indirectly.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 On
February 16, 2021, our Original Sponsor paid an aggregate purchase price of $25,000, or approximately $0.0029 per share, to subscribe
for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by
our Original Sponsor, our company had no assets, tangible or intangible. The per share price of the founder shares was determined by
dividing the amount contributed to our company by the number of founder shares issued. On February 11, 2022, we effected a 1.11111111-for-1.0
share dividend of our ordinary shares, such that our Original Sponsor owned an aggregate of 7,187,500 founder shares, for a resulting
purchase price of approximately resulting in a purchase price of approximately $0.0035 per share. As a result of the underwriters'
election to fully exercise their over-allotment option, none of the 937,500 founder shares that were subject to forfeiture by our Original
Sponsor were forfeited.

 Our
Original Sponsor purchased an aggregate of 9,763,333 private placement warrants at a purchase price of $1.50 per warrant, for an aggregate
purchase price of $14,645,000, in a private placement that occurred simultaneously with the closing of our initial public offering. The
placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after
the completion of our initial business combination.

 If
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity
to which he or she has then-current fiduciary or contractual obligations, then, subject to his or her fiduciary duties under Cayman Islands
law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and
directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 We
currently maintain our executive offices at 188 Grand Street, Unit #195, New York, NY 10013. The cost for our use of this space is included
in the $10,000 per month fee we pay to our Original Sponsor or its affiliates for office space and administrative and support services.
Upon completion of our initial business combination or our liquidation, we expect to cease paying these monthly fees.

 Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor,
officers and directors, or any of their respective affiliates and will determine which expenses and the amount of expenses that will
be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with
activities on our behalf.

 Our
Original Sponsor loaned us up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans were non-interest
bearing, unsecured and were due at the earlier of June 30, 2022 and the closing of our initial public offering, which occurred on February
23, 2022. The loan was repaid upon the closing of our initial public offering out of the portion of the proceeds from our initial public
offering and the sale of placement warrants that were allocated for the payment of offering expenses (other than underwriting discounts
and commissions) and were not held in the trust account.

 In
addition, our Original Sponsor, Sponsor, or their affiliates may, but are not obligated to, loan us additional funds as may be required.
If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to
us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such
loans made available by our Original Sponsor, Sponsor, or their affiliates may be convertible into warrants at a price of $1.50 per warrant
at the option of the lender. The warrants would be identical to the placement warrants, including as to exercise price, exercisability
and exercise period. Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements
exist with respect to such loans. We do not expect to seek loans from parties other than our Original Sponsor, Sponsor, or their affiliates
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company. All of these fees will be described, to the extent then known, in the tender offer or proxy solicitation materials,
as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-transaction business to determine officer and director compensation.

 We
have entered into a registration rights agreement with respect to the founder shares, placement warrants (and the Class A ordinary shares
issuable upon their exercise), and warrants (and the Class A ordinary shares issuable upon their exercise) issued upon conversion of
working capital loans (if any), which was filed as an exhibit to the Registration Statement.

 We
have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our
Registration Statement. These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable
Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

 Sponsor
Share Conversion

 On
May 18, 2023, following the extraordinary general meeting, shareholders holding all of the issued and outstanding Class B ordinary shares
elected to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis. As a result, 7,187,500 of our Class
B ordinary shares were cancelled and 7,187,500 of our Class A ordinary shares were issued to such converting Class B shareholders. The
converting Class B shareholders agreed that all of the terms and conditions applicable to the Class B ordinary shares set forth in the
Letter Agreement, shall continue to apply to the Class A ordinary shares that the Class B ordinary shares converted into, including the
voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account or any monies
or other assets held therein.

 Sponsor
Purchase Agreement

 On
July 14, 2023, we entered into the Sponsor Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Sponsor
agreed to purchase from the Original Sponsor 4,317,500 of our 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 $1.00, payable at the time we complete an initial business
combination. In addition to the payment of the Sponsor Purchase Price, the Sponsor also assumed the responsibilities and obligations
of the Original Sponsor related to the Company. On August 18, 2023, the parties to the Sponsor Purchase Agreement closed the transactions
contemplated thereby.

 Business
Combination Agreement

 On
December 26, 2023, we entered into the Merger Agreement with Merger Sub, the Sponsor, Visiox, and Ryan Bleeks, in the capacity as the
seller representative. Pursuant to the Merger Agreement, among other things, the Company will complete the Domestication and the parties
will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity, as a result of which all of
the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $0.0001 per share, of the
Company subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary
of the Company.

Party Loans

 On
December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC ("SSVK"),
pursuant to which SSVK loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned $250,000 to the Company.

 On
January 9, 2024 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee Pharma Inc.
("Apogee"), pursuant to which Apogee loaned an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned
$50,000 to the Company.

 On January 10, 2024, the Company
entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned
an aggregate of $150,000 to the Sponsor and the Sponsor loaned $150,000 to the Company.

 On March 5, 2024, the Company entered
into Subscription Agreements with four investors agreed to contribute to the Sponsor an aggregate of $1,000,00 to support the Company's
de-SPAC transaction. The Company has certain obligations under Subscription Agreements, including to issue shares of its Class
A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the
investors.

Party Policy

 In
connection with the consummation of the initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible,
all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of
our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include
any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.
A form of the code of ethics was filed as an exhibit to the Registration Statement and incorporated by reference as an exhibit to this
Report.

 Item
14. Principal Accountant Fees and Services.

 The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

 Audit
Fees. During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately
$123,287 and $44,000 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial statements
included in this Annual Report on Form 10K.

 Audit-Related
Fees. During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately
$0 and $0 for the services Marcum performed in connection with our Initial Public Offering.

 Tax
Fees. During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.

 All
Other Fees. During the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our
independent registered public accounting firm other than those set forth above.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 Item
15. Exhibits, Financial Statements and Financial Statement Schedules.

 (a)

 The
 following are filed with this report:

 (1)

 Statements

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Shareholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Statements Schedule

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)

 Exhibits

 We
hereby file as part of this report the exhibits listed in the attached Exhibit Index.

 Item
16. Form 10-K Summary.

 Not
applicable.

 EXHIBIT

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated February 17, 2022, by and between the Company and Citigroup Global Markets Inc., as representative of the several underwriters (2)

 2.1

 Agreement and Plan of Merger, dated December 26, 2023, by and among Power Up Acquisition Corp., Power Up Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks. (3)

 3.1

 Amended and Restated Memorandum and Articles of Association (2)

 3.2

 Amendment to Amended and Restated Memorandum and Articles of Association of the Company (4)

 4.1

 Specimen Unit Certificate (1)

 4.2

 Specimen Class A Ordinary Share Certificate (1)

 4.3

 Specimen Warrant Certificate (1)

 4.4

 Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (2)

 4.5

 Description of Registered Securities (5)

 10.1

 Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and Power Up Sponsor LLC (2)

 10.2

 Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (2)

 10.3

 Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and Power Up Sponsor LLC (2)

 10.4

 Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (2)

 10.5

 Form of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company (2)

 10.6

 Amended and Restated Promissory Note, dated as of January 14, 2022, issued to Power Up Sponsor LLC (1)

 10.7

 Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and Power Up Sponsor LLC (1)

 10.8

 Form of Non-Redemption Agreement (6)

 10.9

 Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, Power Up Acquisition Corp., and Power Up Sponsor LLC (7)

 10.10

 Loan and Transfer Agreement, dated December 21, 2023, by and among Power Up Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC. (3)

 10.11

 Loan and Transfer Agreement, dated January 9, 2024, by and among Power Up Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc.*

 10.12

 Form of Subscription Agreement dated March 5, 2024, by and among the Power Up Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Visiox Pharmaceuticals, Inc. and Investor.*

 14.1

 Code of Ethics (1)

 19.1

 Insider Trading Policy*

 21.1

 Subsidiaries of Power Up Acquisition Corp.*

 31.1

 Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 32.2

 Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 97.1

 Clawback Policy*

 99.1

 Audit Committee Charter (1)

 99.2

 Compensation Committee Charter (1)

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *Filed
herewith.

 **Furnished
herewith.

 (1)

 by reference to the Company's Form S-1, filed with the SEC on February 14, 2022.

 (2)

 by reference to the Company's Form 8-K, filed with the SEC on February 23, 2022.

 (3)

 by reference to Exhibit 2.1 to the Company's Form 8-K, filed with the SEC on December 28, 2023.

 (4)

 by reference to Exhibit 2.1 to the Company's Form 8-K, filed with the SEC on May 23, 2023.

 (5)

 by reference to Exhibit 4.5 to the Company's Form 10-K filed with the SEC on March 21, 2023.

 (6)

 I ncorporated
 by reference to Exhibit 10.1 in the Current Report on Form 8-K filed on May 1, 2023.

 (7)

 by reference from Exhibit 10.1 to the Current Report filed on July 19, 2023.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 Date:

 By:

 /s/
 Surendra Ajjarapu

 Name:

 Surendra
 Ajjarapu

 Title:

 Chief
 Executive Officer and Chairman

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Name

 Title

 Date

 /s/
 Surendra Ajjarapu

 Surendra Ajjarapu

 Chief
 Executive Officer and Chairman

 (Principal
 Executive Officer)

 /s/
 Howard Doss

 Howard
 Doss

 Chief
 Financial Officer

 (Principal
 Financial Officer and Principal

 Accounting
 Officer)

 /s/
 Michael Peterson

 Michael
 Peterson

 /s/
 Avinash Wadhwani

 Avinash
 Wadhwani

 /s/
 Donald Fell

 Donald
 Fell

 /s/
 Mayur Doshi

 Mayur
 Doshi

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Shareholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 – F-17

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders' and Board of Directors of

 Power Up
Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Power Up Acquisition Corp. (the "Company") as of December 31,
2023 and 2022, the related statements of operations, shareholders' deficit and cash flows for the years
ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity
with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph -- Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that
was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities on or before May 23, 2024. The Company entered into a definitive merger agreement
with a business combination target on December 26, 2023; however, the completion of this transaction is subject to the approval of the
Company's stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy
the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to May
23, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for
any period of time after May 23, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial
doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also
described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

 Basis
for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
Marcum LLP

 Marcum
LLP

 We
have served as the Company's auditor since 2021.

 New
York, NY

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 CURRENT ASSETS

 Cash

 $
 —

 $
 497,259

 Prepaid expenses and other

 81,223

 600,493

 Total current assets

 81,223

 1,097,752

 Prepaid expenses - noncurrent

 —

 80,170

 Investments held in Trust Account

 19,901,169

 299,004,083

 TOTAL ASSETS

 $
 19,982,392

 $
 300,182,005

 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 152,005

 180,634

 Loan and Transfer note - payable

 12,384

 —

 Due to affiliate

 238,939

 122,689

 Total current liabilities

 403,328

 303,323

 Deferred Underwriting fee payable

 —

 10,812,500

 TOTAL LIABILITIES

 403,328

 11,115,823

 COMMITMENTS AND CONTINGENCIES (Note 6)

 -

 REDEEMABLE ORDINARY SHARES

 Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 1,803,729 and 28,750,000 shares as of December 31, 2023 and 2022, respectively

 19,901,169

 299,004,083

 SHAREHOLDER'S DEFICIT

 Preference shares; $ 0.0001 par value, 5,000,000 shares authorized, none issued or outstanding

 —

 —

 Class A ordinary shares; $ 0.0001 par value; 300,000,000 shares authorized; 7,187,500 and 0 issued or outstanding at December 31, 2023 and 2022, respectively (excluding 1,803,729 and 28,750,000 shares subject to redemption as of December 31, 2023 and 2022, respectively)

 —

 Class B ordinary shares; $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,187,500 issued and outstanding at December 31, 2023 and 2022, respectively

 —

 Ordinary
 shares

 Additional paid-in capital

 10,964,930

 —

 Accumulated deficit

 ( 11,287,754
)

 ( 9,938,620
)

 Total shareholders' deficit

 ( 322,105
)

 ( 9,937,901
)

 TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 19,982,392

 $
 300,182,005

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Year Ended

 Year Ended

 OPERATING EXPENSES

 General and administrative

 $
 1,340,168

 $
 976,345

 Total operating expenses

 ( 1,340,168
)

 ( 976,345
)

 Other income:

 Interest expense – debt discount

 ( 8,966

)

 —

 Interest earned on investments held in Trust Account

 5,813,213

 4,316,583

 Total other income, net

 5,804,247

 4,316,583

 Net income

 $
 4,464,079

 $
 3,340,238

 Weighted average shares outstanding of Class A ordinary shares

 16,461,668

 24,496,575

 Basic and diluted net income per share, Class A ordinary shares

 $
 0.23

 $
 0.11

 Weighted average shares outstanding of Class B ordinary shares

 2,717,466

 Basic and diluted net income per share, Class B ordinary shares

 $
 0.23

 $
 0.11

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Additional

 Total

 Ordinary Shares

 Ordinary Shares

 Paid-in

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance – December 31, 2021

 —

 $
 —

 $

 $
 24,281

 $
 ( 25,475
)

 $
 ( 475
)

 Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

 —

 —

 —

 —

 5,286,660

 —

 5,286,660

 Proceeds from issuance of Private Placement Warrants to Sponsor

 —

 —

 —

 —

 14,645,000

 —

 14,645,000

 Remeasurement for redeemable shares to redemption value

 —

 —

 —

 —

 ( 19,955,941
)

 ( 13,253,382
)

 ( 33,209,323
)

 Net income

 —

 —

 —

 —

 —

 3,340,238

 3,340,238

 Balance – December 31, 2022

 —

 —

 —

 ( 9,938,620
)

 ( 9,937,901
)

 Balance

 —

 —

 —

 ( 9,938,620
)

 ( 9,937,901
)

 Conversion of Class B shares to Class A

 ( 7,187,500
)

 ( 719
)

 —

 —

 —

 Reduction of U/W Fee Payable

 —

 —

 —

 —

 10,812,500

 —

 10,812,500

 Contribution - shareholder non-redemption agreements

 —

 —

 —

 —

 118,298

 —

 118,298

 Shareholder non-redemption agreements

 —

 —

 —

 —

 ( 118,298
)

 —

 ( 118,298
)

 Face value of convertible note in excess of fair value

 —

 —

 —

 —

 152,430

 —

 152,430

 Remeasurement for Class A shares to redemption value

 —

 —

 —

 —

 —

 ( 5,813,213
)

 ( 5,813,213
)

 Net income

 —

 —

 —

 —

 —

 4,464,079

 4,464,079

 Balance – December 31, 2023

 $

 —

 $
 —

 $
 10,964,930

 $
 ( 11,287,754
)

 $
 ( 322,105
)

 Balance

 $

 —

 $
 —

 $
 10,964,930

 $
 ( 11,287,754
)

 $
 ( 322,105
)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Year Ended

 Year Ended

 Cash Flows from Operating Activities:

 Net income

 $
 4,464,079

 $
 3,340,238

 Adjustments to reconcile net income to net cash used in operating activities:

 Interest income on investments held in Trust Account

 ( 5,813,213
)

 ( 4,316,583
)

 Interest expense – debt discount

 8,966

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 599,440

 ( 680,663
)

 Accounts payable and accrued expenses

 ( 28,629
)

 125,533

 Due to affiliate

 116,250

 122,689

 Net cash used in operating activities

 ( 653,107
)

 ( 1,408,786
)

 Cash Flows from Investing Activities:

 Cash withdrawn from Trust Account in connection with redemptions

 284,916,127

 —

 Cash deposited to Trust Account

 —

 ( 294,687,500
)

 Net cash provided by (used in) investing activities

 284,916,127

 ( 294,687,500
)

 Cash Flows from Financing Activities:

 Proceeds from Initial Public Offering net of underwriting fees

 —

 282,500,000

 Proceeds from sale of private units

 —

 14,645,000

 Repayment of promissory note - related party

 —

 ( 252,915
)

 Payment of offering costs

 —

 ( 298,540
)

 Redemption of ordinary shares

 ( 284,916,127
)

 —

 Proceeds from Sponsor note

 155,848

 —

 Net cash (used in) provided by financing activities

 ( 284,760,279
)

 296,593,545

 NET CHANGE IN CASH

 ( 497,259
)

 497,259

 CASH, BEGINNING OF THE PERIOD

 497,259

 —

 CASH, END OF THE PERIOD

 $
 —

 $
 497,259

 Non-cash investing and financing activities:

 Initial value of Class A ordinary shares subject to possible redemption

 $
 —

 $
 294,687,500

 Deferred underwriting commissions payable charged to additional paid in capital

 $
 ( 10,812,500
)

 $
 10,812,500

 Remeasurement of Class A ordinary shares to redemption value

 $
 5,813,213

 $
 33,209,323

 Sponsor shares contributed for no redemption of shares

 $
 118,298

 $
 —

 Conversion of Class B shares to Class A

 $

 $
 —

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANICIAL STATEMENTS

 DECEMBER
31, 2023

 NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

 Power Up
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").

 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.

 On
December 26, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Power Up
Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger
Sub"), and Visiox Pharmaceuticals, Inc., a Delaware corporation (" Visiox ").
The transactions contemplated by the Merger Agreement are intended to serve as the Company's initial Business Combination. See
Note 6 for further information.

 As
of December 31, 2023, the Company had not commenced any operations. Substantially all activity from February 9, 2021 (inception) through
December 31, 2023 relates to the Company's formation and initial public offering ("IPO"), which is described below
and, since the IPO, 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 Class A 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.

 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 original sponsor, Power Up Sponsor LLC
(the "Original Sponsor") generating gross proceeds of $ 13,707,500 which is described in Note 4.

 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 Original Sponsor, generating gross proceeds of $ 937,500.

 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 was contingent upon the consummation of a Business Combination by May 23, 2024, subject to the terms of the
underwriting agreement. On June 28, 2023, the underwriters of the IPO, agreed to waive their entitlements to the deferred underwriting
commissions of $ 10,812,500 pursuant to the underwriting agreement for the IPO (the "Underwriting Agreement"). As a result,
$ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying
consolidated financial statements (see Note 6).

 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 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.

 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 it
enters into a definitive agreement for 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.

 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 be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 11.03 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are no redemption rights with respect to the
Company's warrants.

 F- 7

 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 consolidated balance sheet until such date that a redemption event takes place.

 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 an initial Business Combination. If the Company seeks shareholder approval of a Business Combination, the Company
will proceed with the 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 Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased
during or after the IPO in favor of the Business Combination. The New Sponsor (as defined below) may be deemed to be subject to this
same obligation. 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 Business Combination.

 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.

 The
Company's Original Sponsor, and its initial officers and directors (the "Initial Shareholders") 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. The New Sponsor and the Company's
current officers and directors may be deemed to be subject to this same obligation.

 On
May 18, 2023, the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"). At
the Extraordinary General Meeting, the Company's shareholders approved an amendment to the Company's Amended and Restated
Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from
May 23, 2023 to May 23, 2024 (the "Extension Amendment").

 In
connection with the approval of the Extension Amendment at the Extraordinary General Meeting, holders of 26,946,271 of the Company's
ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 10.55 per share, for an aggregate of
approximately $ 284 million.

 On
August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the
per share redemption price for the redemption of public shares effected on May 18, 2023 should have been approximately $ 10.57, which
is approximately $ 0.02 higher than the approximately $ 10.55 per share previously paid. The Company made a "true-up" payment
in the amount of approximately $ 0.02 per share to the holders of record as of April 19, 2023 that exercised their right to redeem their
shares for a pro rata portion of the funds in the Trust Account. On August 18, 2023, the Company made the true-up payment to the applicable
holders in the aggregate amount of $ 632,968.

 Following
the Extraordinary General Meeting, on May 18, 2023, those Initial Shareholders holding all of the
issued and outstanding Class B ordinary shares of the Company elected to convert their Class B ordinary shares into Class A ordinary
shares of the Company on a one-for-one basis (the "Conversion"). As a result, 7,187,500 of the Company's Class B ordinary
shares were cancelled and 7,187,500 of the Company's Class A ordinary shares were issued to converting Class B shareholders.

 F- 8

 On
April 13, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Markets division ("CCM")
to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will
pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of business combination.
On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary
shares of the Company, which is payable at the close of a Business Combination.

 On
August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), (i) Bruce
Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell tendered their resignations as members of the board of directors
of the Company (the "Board"), (ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company,
(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board,
(iv) Surendra Ajjarapu was appointed Chairman of the Board, and (v) Surendra Ajjarapu and Howard Doss were appointed as the Company's
Chief Executive Officer and Chief Financial Officer, respectively.

 If
the Company is unable to complete a Business Combination by May 23, 2024, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten 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 Company's board of directors, dissolve and liquidate, subject in each case to the requirements of
applicable law.

 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 by May 23, 2024, or during any additional extension period (the "Combination Period"). However, if
the Initial Shareholders acquired Public Shares in or after the IPO, they are 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 their 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, it is possible that the per share value of the residual
assets remaining available for distribution (including Trust Account assets) will be only $ 11.03 per share held in the Trust Account.
In order to protect the amounts held in the Trust Account, the Sponsors have 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 Business Combination, 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 Sponsors 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 Sponsors 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.

 On
December 26, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Power Up
Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger
Sub"), and Visiox. The transactions contemplated by the Merger Agreement are intended
to serve as the Company's initial Business Combination. See Note 6 for further information.

 Going
Concern

 As
of December 31, 2023, the Company had $ 0 in
its operating bank account and a working capital deficit of $ 322,105.
As of December 31, 2023 and 2022, the Company had $ 19,901,169 and $ 299,004,083
in its trust account. On May 18, 2023, 26,946,271
of the Company's ordinary shares were redeemed and as of December 31, 2023, $ 19,901,169 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. As of December 31, 2023 and December 31, 2022, $ 5,813,213 and
$ 4,316,583 of
the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account,
respectively.

 The
Company had 15 months from the closing of the IPO to consummate an initial business combination. At the Extraordinary General Meeting,
the Company's shareholders approved the Extension Amendment that served to extend the date by which the Company must consummate
its initial Business Combination from May 23, 2023 to May 23, 2024. The remaining life of the Company as of December 31, 2023 is under
12 months.

 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 New Sponsor, shareholders, officers, directors, or third parties.
The Company's officers, directors and New 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.

 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 consolidated financial statements. These consolidated 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.

 F- 9

 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.

 Emerging
Growth Company

 The
Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

 This
may make comparison of the Company's consolidated financial statements with another public company difficult or impossible because
of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of consolidated 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 consolidated 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 consolidated 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.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

 Investments
Held in Trust Account

 At
December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company's
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements
of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

 Offering
Costs associated with the Initial Public Offering

 Offering
costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted
to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting
fees payable, and $ 606,080 of other offering costs. This amount was charged to shareholders' deficit upon the completion of the
IPO.

 Concentration
of Credit Risk

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, 2023 and 2022, the
Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such
account.

 F- 10

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under the ("FASB") ASC 820,
"Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying consolidated
balance sheet, primarily due to their short-term nature.

 Income
Taxes

 The
Company accounts for income taxes under ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax
basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized.

 ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's consolidated financial statements
and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December
31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position.

 The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States.

 Ordinary
Shares Subject to Possible Redemption

 The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing
Liabilities from Equity." Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and
is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's
Public Shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence
of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,803,729 and 28,750,000 ordinary shares, respectively, subject
to possible redemption are presented as temporary equity, outside of the shareholders' deficit section of the Company's consolidated
balance sheets.

 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit.

 At
December 31, 2023 and 2022, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet
is reconciled in the following table:

 SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

 Gross proceeds

 $
 287,500,000

 Less:

 Fair value to Public Warrants at issuance

 ( 5,606,250
)

 Redeemable ordinary share issuance costs

 ( 16,098,990
)

 Plus:

 Remeasurement of carrying value to redemption value

 33,209,323

 Redeemable ordinary shares subject to possible redemption at December 31, 2022

 299,004,083

 Less:

 Redemption

 ( 284,916,127
)

 Plus:

 Remeasurement of carrying value to redemption value

 5,813,213

 Redeemable ordinary shares subject to possible redemption at December 31, 2023

 $
 19,901,169

 F- 11

 Net
Income per Ordinary Share

 The
Company has two classes of shares, which are referred to as Class A ordinary shares (the "Ordinary Shares") and Class B ordinary
shares (the "Founder Shares"). Earnings and losses are shared pro rata between the two classes of shares. Public and private
warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022. At December 31, 2023, no warrants
have been exercised. The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company's stock were excluded
from diluted earnings per share for years ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the
contingencies have not yet been met. As a result, diluted income per ordinary share is the same as basic income per ordinary share for
all periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net
income per share for each class of ordinary shares.

 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

 For year ended

 For year ended

 Basic and diluted net income per share:

 Numerator:

 Allocation of net income

 $
 3,831,570

 $
 632,509

 $
 2,582,508

 $
 757,730

 Denominator:

 Weighted average shares outstanding

 16,461,668

 2,717,466

 24,496,575

 Basic and dilution net income per share

 $
 0.23

 $
 0.23

 $
 0.11

 $
 0.11

 Accounting
for Warrants

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments'
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment
considers whether the instruments are free standing consolidated financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including
whether the instruments are indexed to the Company's own common shares and whether the instrument holders could potentially require
"net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent
period end date while the instruments are outstanding. Management has concluded that the Public Warrants (as defined below) and Private
Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

 Recent
Accounting Pronouncements

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among
other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial
statements and disclosures.

 NOTE
3. INITIAL PUBLIC OFFERING

 Pursuant
to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit. Each Unit consisted of one Class A ordinary share and one-half
of a redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one whole Class A
ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

 NOTE
4. PRIVATE PLACEMENT WARRANTS

 On
February 23, 2022, simultaneously with the consummation of the IPO and the underwriters' exercise of their over-allotment option
in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at
a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 14,645,000. Each whole Private Placement Warrant is exercisable
for one whole Class A ordinary share at a price of $ 11.50 per share. A portion of the proceeds from the Private Placement Warrants was
added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the
Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable
on a cashless basis.

 The
Original Sponsor and the Company's initial officers and directors agreed, subject to limited exceptions, not to transfer, assign
or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. The New Sponsor
and the Company's current officers and directors may be deemed to be subject to this same obligation.

 F- 12

 NOTE
5. RELATED PARTY TRANSACTIONS

 Founder

 On
February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company's Class B ordinary shares for an aggregate price
of $ 25,000, and on December 18, 2021, the Original Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Original Sponsor
then owned an aggregate of 6,468,750 Class B ordinary shares. On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend
of its Class B ordinary shares, so that the Original Sponsor owned an aggregate of 7,187,500 Founder Shares. The share dividend was retroactively
restated. Since the underwriters' exercised their overallotment option in full upon IPO, none of the Founder Shares were forfeited.

 The
Founder Shares are subject to certain transfer restrictions, as described in this Note 5.

 The
Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier
to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination,
(x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange
or other similar transaction that results in all of the Company's shareholders having the right to exchange their ordinary shares
for cash, securities or other property.

 On
August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the "New Sponsor") purchased from the Original
Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants for an aggregate purchase price of $ 1.00,
payable at the time of the initial Business Combination.

Party Loans

 On
February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO
pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable on the earlier of June 30, 2023
or the completion of the IPO. As of December 31, 2021 the amount outstanding was $ 238,596. The Note was subsequently paid off in February
2022 after the IPO and there was no amount outstanding as of as of December 31, 2023 and 2022.

 In
addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New
Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required
("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans
out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds
held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held
outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working
Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of
the post Business Combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

 Administrative
Services Fee

 The
Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business
Combination and the Company's liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $ 10,000 for office space,
secretarial and administrative services. For the year ended December 31, 2023 and 2022, the Company has incurred $ 120,000 and $ 100,000,
respectively, of expenses under this arrangement.

 Loan
and Transfer Agreement

 On
December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company,
the Sponsor, and SSVK Associates, LLC (the "Lender"), pursuant to which the Lender loaned an aggregate of $ 250,000
(the "Funded Amount") to the Sponsor (the "Sponsor Loan") and the Sponsor loaned $ 250,000
to the Company (the "SPAC Loan"). As of December 31, 2023 and December 31, 2022, there was $ 155,848
and $ 0
in borrowings under the agreement, respectively (see note 6).

 The Company analyzed its Loan and Transfer Agreements under ASC 480 "Distinguishing
Liabilities from Equity" and ASC 815 "Derivatives and Hedging" and concluded that bifurcation of a single derivative
that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7
through 25-10. As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting
under ASC 470 "Debt". As of December 31, 2023, the Sponsor received an aggregate of $ 155,848 under the Loan and Transfer Agreement
of which $ 155,848 was funded to the Company. The amounts received under the Loan and Transfer Agreement were recorded as a Loan and Transfer
Liability on the accompanying consolidated balance sheets. The debt discount is being amortized to interest expense as a non-cash
charge over the term of the loan and transfer liability, in which is generally the Company's expected Business Combination date
at the time of each draw. During the year ended December 31, 2023, the Company recorded $ 8,966 of interest expense related to the amortization
of the debt discount. The remaining balance of the debt discount as of December 31, 2023 amounted to $ 143,464.

 Pursuant to ASC 470, the Company recorded the fair value of the loan and
transfer liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount
on its consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black
Scholes and Probability Weighted Expected Return Model.

 Due
to affiliate

 As
of December 31, 2023 and 2022, $ 238,939 and $ 122,689, respectively, has been accrued and shown as 'Due to affiliate' in the
accompanying consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.
The amount is due to New Sponsor and will be repaid as soon as practical from the Company's operating account.

 NOTE
6. COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any,
are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022. These holders are entitled to
certain demand and "piggyback" registration rights. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.

 F- 13

 Underwriting

 The
Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 3,750,000 additional
Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 23, 2022, the underwriters
elected to fully exercise the over-allotment option purchasing 3,750,000 Units.

 The
underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO. The
underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the
closing of the Business Combination ($ 750,000 in the aggregate). In addition, the underwriters were originally entitled to a deferred
underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO. The total deferred fee was $ 10,812,500 consisting
of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination. The deferred fee
was to become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination,
subject to the terms of the underwriting agreement.

 On
June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance
with the Underwriting Agreement. As a result, $ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the
deferred underwriting discount in the accompanying consolidated financial statements.

 Non-Redemption

 The
Original Sponsor entered into Non-Redemption Agreements with various shareholders of the Company (the "Non-Redeeming Shareholders"),
pursuant to which these shareholders agreed not to redeem a portion of their shares of Company ordinary shares (the "Non-Redeemed
Shares") solely in connection with the extraordinary general meeting of shareholders held on May 18, 2023, but such shareholders
retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination.
The Original Sponsor agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Original
Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of
such 750,000 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $ 118,298 or
approximately $ 0.15 per share. The fair value was determined using the probability of a successful Business Combination of 5 %, a volatility
of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as of the valuation date of $ 10.51 derived from
an option pricing model for publicly traded warrants. Each Non-Redeeming Shareholder acquired from the Original Sponsor an indirect economic
interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance
with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the
Original Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional
paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

 Purchase

 On
July 14, 2023, the Company entered into a purchase agreement (the "Purchase Agreement") with SRIRAMA Associates, LLC, a Delaware
limited liability company (the "New Sponsor") and Power Up Sponsor LLC (the "Original Sponsor"), pursuant to which
the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants,
free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among
the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between
SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the "Underwriting Agreement")), for
an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination. On August 18, 2023, the parties to the
Purchase Agreement closed the transactions contemplated thereby.

 Contingent

 On
April 13, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Markets division ("CCM")
to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination. The Company will
pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of Business Combination.
On July 13, 2023, the Company amended the agreement with CCM. As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary
shares of the Company, which is payable at the close of a Business Combination. The fair value of the equity shares at the grant date
which will be determined upon the consummation of a Business Combination.

 Merger

 On
December 26, 2023, the Company entered into an Agreement and Plan of Merger by and among Power Up, Power Up Merger Sub Inc., a Delaware
corporation and wholly owned subsidiary of Power Up ("Merger Sub"), SRIRAMA Associates, LLC, a Delaware limited liability
company (the "Sponsor"), Visiox Pharmaceuticals, Inc., a Delaware corporation ("Visiox"), and Ryan Bleeks, in
the capacity as the seller representative (as may be amended and/or restated from time to time, the "Merger Agreement").
Pursuant to the Merger Agreement, among other things, the parties will effect the merger of Merger Sub with and into Visiox, with Visiox
continuing as the surviving entity (the "Merger"), as a result of which all of the issued and outstanding capital stock of
Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of Power Up (the "Share Exchange") subject
to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of Power Up.

 Prior
to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, Power Up will migrate out of
the Cayman Islands and domesticate (the "Domestication") as a Delaware corporation in accordance with Section 388 of the
DGCL and Part XII of the Cayman Islands Companies Act. In connection with the Domestication, each issued and outstanding pre-Domestication
preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication
Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication
public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one
share of Company Preferred Stock, one share of Company Class A Common Stock, one share of Company Class B Common Stock, one Company Private
Warrant, one Company Public Warrant, and one Company Public Unit, respectively. Immediately following the Domestication, (i) each share
of Company Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Company Class A Common Stock,
(ii) the Company Class A Common Stock will be reclassified as Company Common Stock, and (iii) each Company Public Unit will be separated
into shares of Company Common Stock and Company Public Warrants.

 F- 14

 Merger
Consideration

 As
consideration for the Merger, the holders of Visiox's securities collectively shall be entitled to receive from the Company, in
the aggregate, a number of shares of Company Common Stock with an aggregate value equal to the Merger Consideration. Under the Merger
Agreement, "Merger Consideration" means (a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less
than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number
of Rollover RSUs, multiplied by (ii) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement.

 In
addition, holders of Visiox's securities and the Sponsor shall also have the contingent right to receive from the Company, in the
aggregate, an additional 6,000,000 shares of Company Common Stock as follows:

 (a)

 In
 the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 % occurs within twelve (12) months
 of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of
 the Company Stockholders such Company Stockholder's Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall
 be issued 1,000,000 Earnout Shares (the "Launch Earnout Share Payment").

 (b)

 Beginning
 in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the
 "$ 12.50 Earnout Eligibility Date"), in the event that the VWAP of the Company Common Stock equals or exceeds
 $ 12.50 per share (the "First Share Price Target") for 20 out of any 30 consecutive Trading Days during the period
 beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the "Earnout
 Period"), and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the
 Company Stockholders such Company Stockholder's Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall
 be issued 1,000,000 Earnout Shares (the "$ 12.50 Earnout Share Payment").

 In
 the event the First Share Price Target was achieved prior to the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout
 Share Payment shall be earned on the $ 12.50 Earnout Eligibility Date. In the event the First Share Price Target was achieved
 on or after the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the date on which
 the First Share Price Target was achieved. No $ 12.50 Earnout Share Payment shall be earned if the $ 12.50 Earnout Eligibility
 Date is a date later than the end of the Earnout Period.

 (c)

 Beginning
 in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the "$ 15.00
 Earnout Eligibility Date"), in the event that the VWAP of the Company Common Stock equals or exceeds $ 15.00 per share
 (the "Second Share Price Target") for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to
 the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company
 Stockholder's Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the
 "$ 15.00 Earnout Share Payment").

 In
 the event the Second Share Price Target was achieved prior to the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment
 shall be earned on the $ 15.00 Earnout Eligibility Date. In the event the Second Share Price Target was achieved on or after the $ 15.00
 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was
 achieved. No $ 15.00 Earnout Share Payment shall be earned if the $ 15.00 Earnout Eligibility Date is a date later than the end of
 the Earnout Period.

 Loan
and Transfer Agreement

 In
connection with the execution of the Merger Agreement, o n December 21, 2023, the Company entered
into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the "Lender"), pursuant to
which the Lender loaned an aggregate of $ 250,000 (the "Funded Amount") to the Sponsor (the "Sponsor Loan") and
the Sponsor loaned $ 250,000 to the Company (the "SPAC Loan"). The Sponsor Loan accrues interest at 8 % per annum and the SPAC
Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required
to repay the principal amount of the SPAC Loan upon the completion of the Company's initial business combination. The Funded Amount,
together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company's
initial business combination, at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by
the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest. As additional consideration
for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the
Company to the Lender for each $1.00 multiple of the Funded Amount, which included the registration rights previously provided by the
Company to the Sponsor.

 Convertible
Promissory Note

 On
December 1, 2023, Visiox issued Sponsor a secured convertible promissory note ("Visiox Convertible Note") in the principal
amount of up to $ 2,000,000. The Visiox Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of
the actual number of days elapsed and a year of 365 days. All then outstanding principal, together with any then unpaid and accrued interest
and other amount payable under the Visiox Convertible Note shall be due and payable at the earlier of (i) when requested in writing by
the Sponsor on or after November 30, 2024 (the "Maturity Date") or (ii) when, upon the occurrence and during the continuance
of an Event of Default, such amounts become due and payable in accordance with the terms of the Visiox Convertible Note. The Visiox Convertible
Note may not be prepaid without the consent of the Sponsor.

 Advisory
Services Agreement

 The
Company shall (a) on behalf Visiox, pay $ 2.0 million to the Sponsor for advisory services (the " Advisory Fee ")
and (b) on behalf of the Company, issue the Sponsor 2,000,000 shares of Company Common Stock as partial consideration for the Sponsor
entering into the Company Convertible Notes; and (c) issue the Sponsor up to 1,000,000 shares of Company Common Stock as partial consideration
for the Sponsor entering into Working Capital Loans, such exact number to be the actual dollar amount of principal loaned.

 NOTE
7. SHAREHOLDERS' DEFICIT

 Preference
Shares —The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations,
voting and other rights and preferences as may be determined from time to time by the Board. At December 31, 2023 and 2022, there were
 no preference shares issued or outstanding.

 Class
A ordinary shares —The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.
As of December 31, 2023 and 2022, there were 7,187,500 and no Class A ordinary shares, respectively, issued and outstanding (excluding
 1,803,729 and 28,750,000 Class A ordinary shares subject to possible redemption, respectively).

 F- 15

 Class
B ordinary shares —The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.
Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share. As of December 31, 2023 and 2022, there
were 0 and 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

 If
there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert
into Class A ordinary shares on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business
Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders
of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on
an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective
of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares
and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of
private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).

 NOTE
8. WARRANTS

 Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing
of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

 The
Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, or an exemption is available.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration
statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts
to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable
for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration
statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified
period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.
If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

 Once
the warrants become exercisable, the Company may redeem the warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per warrant;

 upon
 not less than 30 days ' prior written notice of redemption, to each warrant holder; and

 if,
 and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions,
 share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading
 days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption
 to the warrant holders.

 If
and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable
to effect such registration or qualification.

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary
shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or
recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for
issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash
settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will
they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.

 F- 16

 In
addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with
such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of
any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates,
as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent
more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company's initial Business Combination
on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company's ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates its initial Business Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued
Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of
the greater of the Market Value and the Newly Issued Price.

 The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement
Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable
until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

 The
Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. In order
to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the
Public Warrants on IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility,
expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO closing date was derived from observable
public warrant pricing on comparable 'blank check' companies that recently went public in 2020 and 2021. The risk-free interest
rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months
until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical
rate, which the Company anticipates to remain at zero.

 The
following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022:

 SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS

 Private warrant

 Share Price

 $
 9.82

 Exercise Price

 $
 11.50

 Redemption Trigger Price

 $
 18.00

 Term (years)

 6.42

 Volatility

 5.64
 %

 Risk Free Rate

 1.93
 %

 Dividend Yield

 0.00
 %

 The
fair value of the Public Warrants as of February 23, 2022 was $ 0.39. As of December 31, 2023, the Company had 14,375,000 Public Warrants
and 9,763,333 Private Warrants outstanding, respectively.

 NOTE
9. FAIR VALUE MEASUREMENTS

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:

 Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level
3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 At
December 31, 2023 and 2022, the assets held in the Trust Account were held in treasury funds. All of the Company's investments
held in the Trust Account are classified as trading securities.

 The
following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring
basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value.

 SCHEDULE
OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Quoted Prices in

 Significant Other

 Significant Other

 Active Markets

 Observable Inputs

 Unobservable Inputs

 Level

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in Trust Account

 $
 19,901,169

 —

 —

 Quoted Prices in

 Significant Other

 Significant Other

 Active Markets

 Observable Inputs

 Unobservable Inputs

 Level

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investment held in Trust Account

 $
 299,004,083

 —

 —

 NOTE
10. SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated
financial statements were available to be issued. Other than described below, there have been no events that have occurred that
would require adjustments to the disclosures of the consolidated financial statements.

 On January 9, 2024, the
Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee
Pharma Inc. ("Apogee"), pursuant to which the Apogee loaned an aggregate of $ 50,000
 to the Sponsor
and the Sponsor loaned $ 50,000
 to the Company.

 On January 10, 2024, the
Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which
the lender loaned an aggregate of $ 150,000
to the Sponsor and the Sponsor loaned $ 150,000
to the Company.

 On March 5, 2024, the Company entered
into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,00 to support the Company's
de-SPAC transaction. The Company has certain obligations under Subscription Agreements, including to issue shares of its Class
A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the
investors.

 F- 17