Current Report Filing (8-k)
20 5월 2022 - 5:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 19, 2022 (May 16, 2022)
POWERUP ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41293 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
188 Grand Street Unit #195
New York, NY 10013
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (347) 313 8109
N/A
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 16, 2022, the board of directors
(the “Board”) of PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), appointed Kyle
Campbell, as a Class III director of the Company.
The Board has determined
that Mr. Campbell is an “independent director” as defined in the Nasdaq listing standards and applicable Securities and Exchange
Commission (“SEC”) rules and regulations.
In connection with his
appointment to the Board, Mr. Campbell has been appointed to the Audit Committee of the Board.
Since May 2021, Mr. Campbell has served as a senior analyst at Greenhaven
Road Capital, a long-term investment manager seeking to invest in opportunities off the beaten path, where he has gained extensive knowledge
and experience with SPAC structures, incentives, and PIPE transactions. Mr. Campbell was formerly the Chief Financial Officer of a single-family
office, a position he held from 2015 to 2019, where he oversaw all accounting, investment, and capital allocation decisions. Mr. Campbell
holds a B.S. degree in Business from Bellevue University and a Master of Business Administration from the Columbia Business School.
In connection with Mr. Campbell’s appointment
as a director of the Company, the Company entered into both an indemnity agreement and a letter agreement with Mr. Campbell. Both the
indemnity agreement and the letter agreement are substantially similar to those agreements entered into by the Company’s other officers
and directors in relation to the Company’s initial public offering.
No family relationships exist between Mr. Campbell
and any other directors or executive officers of the Company. There are no arrangements between Mr. Campbell and any other person pursuant
to which Mr. Campbell was nominated as a director of the Company. There are no transactions to which the Company is or was a participant
and in which Mr. Campbell has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
POWERUP ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Jack Tretton |
| |
|
Name: |
Jack Tretton |
| |
|
Title: |
Chief Executive Officer, Director |
| |
|
|
|
| Dated: May 19, 2022 |
|
|
PowerUp Acquisition (NASDAQ:PWUPU)
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