PowerUp Acquisition (PWUP) 10-Q 5 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 31, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41293
Entity Registrant Name	POWERUP ACQUISITION CORP.
Entity Central Index Key	0001847345
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	188 Grand Street Unit #195
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	(347
Local Phone Number	313-8109
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	PWUPU
Security Exchange Name	NASDAQ
Class A Ordinary Shares, par value $0.0001 per share, included as part of the Units
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	PWUP
Security Exchange Name	NASDAQ
Redeemable Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units
Title of 12(b) Security	Redeemable Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units
Trading Symbol	PWUPW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		7,765,144
Common Class B [Member]
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Prepaid expenses and other	$ 65,577	$ 81,223
Total current assets	65,577	81,223
Investments held in Trust Account	20,136,022	19,901,169
TOTAL ASSETS	20,201,599	19,982,392
CURRENT LIABILITIES
Accounts payable and accrued expenses	365,010	152,005
Loan and Transfer note – payable	217,232	12,384
Financial Liability - SPAC loan	1,782,202
Due to affiliate	268,939	238,939
Total current liabilities	2,633,383	403,328
TOTAL LIABILITIES	2,633,383	403,328
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption at redemption value, $0.0001 par value,1,803,729 shares as of March 31, 2024 and December 31, 2023, respectively	20,136,022	19,901,169
SHAREHOLDER’S DEFICIT
Preference shares; $0.0001 par value, 5,000,000 shares authorized, none issued or outstanding
Additional paid-in capital	11,421,183	10,964,930
Accumulated deficit	(13,989,708)	(11,287,754)
Total shareholders’ deficit	(2,567,806)	(322,105)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	20,201,599	19,982,392
Common Class A [Member]
SHAREHOLDER’S DEFICIT
Ordinary shares	719	719
Common Class B [Member]
SHAREHOLDER’S DEFICIT
Ordinary shares

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Common Class A Subject To Redemption [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	1,803,729	1,803,729
Common Class A [Member]
Common shares, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500
Common Class B [Member]
Common shares, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING EXPENSES
General and administrative	$ 2,522,678	$ 324,565
Total operating expenses	2,522,678	324,565
Other income:
Interest earned on investments held in Trust Account	234,853	3,196,998
Other income	4,034
Interest expense - debt discount	(183,310)
Total other income	55,577	3,196,998
Net (loss) income	$ (2,467,101)	$ 2,872,433
Common Class A [Member]
Other income:
Weighted average shares outstanding, basic	8,991,229	28,750,000
Weighted average shares outstanding, diluted	8,991,229	28,750,000
Basic net income per share	$ (0.27)	$ 0.08
Diluted net income per share	$ (0.27)	$ 0.08
Common Class B [Member]
Other income:
Weighted average shares outstanding, basic		7,187,500
Weighted average shares outstanding, diluted		7,187,500
Basic net income per share		$ 0.08
Diluted net income per share		$ 0.08

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes In Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance value at Dec. 31, 2022		$ 719		$ (9,938,620)	$ (9,937,901)
Balance, shares at Dec. 31, 2022		7,187,500
Remeasurement for Class A shares to redemption value				(3,196,998)	(3,196,998)
Net income loss				2,872,433	2,872,433
Balance value at Mar. 31, 2023		$ 719		(10,263,185)	(10,262,466)
Balance, shares at Mar. 31, 2023		7,187,500
Balance value at Dec. 31, 2022		$ 719		(9,938,620)	(9,937,901)
Balance, shares at Dec. 31, 2022		7,187,500
Remeasurement for Class A shares to redemption value					(5,813,213)
Balance value at Dec. 31, 2023	$ 719		10,964,930	(11,287,754)	(322,105)
Balance, shares at Dec. 31, 2023	7,187,500
Remeasurement for Class A shares to redemption value				(234,853)	(234,853)
Face value of convertible note in excess of fair value			242,489		242,489
Issuance of subscription shares			213,764		213,764
Net income loss				(2,467,101)	(2,467,101)
Balance value at Mar. 31, 2024	$ 719		$ 11,421,183	$ (13,989,708)	$ (2,567,806)
Balance, shares at Mar. 31, 2024	7,187,500

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (2,467,101)	$ 2,872,433
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on investments held in Trust Account	(234,853)	(3,196,998)
Change in fair value of convertible note	183,310
Changes in operating assets and liabilities:
Prepaid expenses	15,646	89,360
Accounts payable and accrued expenses	213,005	23,098
Due to affiliate	30,000	30,000
Net cash flows used in operating activities	(2,259,993)	(182,107)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Subscription Liability	1,995,966
Proceeds from Sponsor note	264,027
Net cash flows provided by financing activities	2,259,993
NET CHANGE IN CASH		(182,107)
CASH, BEGINNING OF THE PERIOD		497,259
CASH, END OF THE PERIOD		315,152
Supplemental disclosure of noncash activities:
Remeasurement of Class A ordinary shares to redemption value	$ 234,853	$ 3,196,998

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY PowerUp Acquisition Corp. (the “Company” or “PowerUp”) 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 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 PowerUp 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 March 31, 2024, the Company had not commenced any operations. Substantially all activity from February 9, 2021 (inception) through March 31, 2024 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 negotiation of the Merger Agreement and actions taken to advance the business combination with Visiox. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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 10.00 250,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 9,138,333 1.50 13,707,500 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 37,500,000 625,000 937,500 Offering costs for the IPO amounted to $ 16,418,580 5,000,000 10,812,500 606,080 10,812,500 10,812,500 10,812,500 Following the closing of the IPO, $ 294,687,500 10.25 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 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. 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) is 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 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 On May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extension Meeting”). At the 2023 Extension 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 “2023 Extension Amendment”). In connection with the approval of the 2023 Extension Amendment, holders of 26,946,271 10.55 284 Following the 2023 Extension 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 7,187,500 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 0.02 10.55 0.02 632,968 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 50,000 80,000 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. On May 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extension Meeting”). At the 2024 Extension 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, 2024 to February 17, 2025 (the “2024 Extension Amendment”). In connection with the approval of the 2024 Extension Amendment, holders of 1,226,085 11.24 13.8 If the Company is unable to complete a Business Combination by February 17, 2025, 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 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 February 17, 2025, 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 $ 11.24 Going Concern As of March 31, 2024, the Company had $ 0 2,567,806 20,136,022 234,853 The Company had 15 months from the closing of the IPO to consummate an initial Business Combination. At the 2024 Extension Meeting, the Company’s shareholders approved the 2024 Extension Amendment that served to extend the date by which the Company must consummate its initial Business Combination to February 17, 2025 (See Note 10 for subsequent extraordinary general meeting on May 22, 2024). The remaining life of the Company as of March 31, 2024 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future period. 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 condensed 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 condensed 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 condensed 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 condensed 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 Investments Held in Trust Account At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank, and at December 31, 2023, 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 at December 31, 2023 are classified as trading securities. Trading securities are presented on the condensed 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 condensed 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 5,000,000 10,812,500 606,080 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 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 condensed 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 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 March 31, 2024 and December 31, 2023, 1,803,729 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 March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed 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 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022 Net Income (Loss) 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 11.50 24,138,333 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08 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 condensed consolidated financial statements and disclosures.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 28,750,000 10.00 one 11.50

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	3 Months Ended
	Mar. 31, 2024
Private Placement Warrants
PRIVATE PLACEMENT WARRANTS	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 1.50 14,645,000 one 11.50 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 are subject to this same obligation.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 16, 2021, the Original Sponsor purchased 8,625,000 25,000 2,156,250 6,468,750 1.11111111 7,187,500 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 6,834,333 1.00 Related Party Loans On February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 238,596 no 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. 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 1.50 450,000 250,000 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 30,000 30,000 Due to affiliate As of March 31, 2024 and December 31, 2023, $ 268,939 238,939

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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. Underwriting Agreement The Company granted the underwriters a 45 3,750,000 3,750,000 The underwriters were paid a cash underwriting discount of $ 0.20 5,000,000 0.20 750,000 0.35 10,062,500 10,812,500 10,062,500 750,000 On June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 10,812,500 Non-Redemption Agreements 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 Class A ordinary shares (the “Non-Redeemed Shares”) solely in connection with the 2023 Extension Meeting, 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 750,000 750,000 118,298 0.15 5 1.6 4.14 10.51 Purchase Agreement On July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the New Sponsor and the Original Sponsor, pursuant to which the New Sponsor purchased from the Original Sponsor (x) 4,317,500 6,834,333 1.00 Contingent Agreement On April 13, 2023, the Company engaged 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 50,000 80,000 Merger Agreement On December 26, 2023, the Company 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 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 Prior to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp 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. 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) $10.00. Capitalized terms used herein have the meanings assigned in the Merger Agreement. In addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from the Company, in the aggregate, an additional 6,000,000 (a) In the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 1,000,000 1,000,000 (b) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the “$ 12.50 12.50 20 out of any 30 consecutive Trading Days 1,000,000 1,000,000 12.50 In the event the First Share Price Target was achieved prior to the $ 12.50 12.50 12.50 12.50 12.50 12.50 12.50 (c) Beginning in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 15.00 15.00 20 out of any 30 consecutive Trading Days 1,000,000 1,000,000 15.00 In the event the Second Share Price Target was achieved prior to the $ 15.00 15.00 15.00 15.00 15.00 15.00 15.00 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 $ 250,000 250,000 January 9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and , pursuant to which the Apogee loaned an aggregate of $ 50,000 50,000 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 $ 150,000 150,000 As of March 31, 2024 and December 31, 2023, there was $ 419,875 155,848 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 March 31, 2024, the Sponsor received an aggregate of $ 419,875 419,875 183,310 202,643 Pursuant to ASC 470, the Company recorded the fair value of the loan and transfer liability on the condensed consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its condensed 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. In connection with the execution of the Merger 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 $ 250,000 250,000 8 10.00 In connection with the execution of the Merger Agreement, on January 9, 2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and Apogee Pharma Inc. (“Apogee”), pursuant to which the Apogee loaned an aggregate of $ 50,000 50,000 8 10.00 1.00 In connection with the execution of the Merger Agreement, on January 10, 2024, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and Jinal Sheth (“Sheth”), pursuant to which the Sheth loaned an aggregate of $ 150,000 150,000 8 10.00 1.00 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 15 Advisory Services Agreement The Company shall (a) on behalf Visiox, pay $ 2.0 2,000,000 1,000,000 450,000 Subscription Agreement On March 5, 2024, the Company entered into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,000 1,786,236 213,764 2,000,000 The Company analyzed its Subscription Agreement 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”. Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the condensed consolidated balance sheets using the relative fair value method. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares 5,000,000 0.0001 no Class A ordinary shares 300,000,000 0.0001 7,187,500 1,803,729 Class B ordinary shares 50,000,000 0.0001 0 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

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2024
Warrants
WARRANTS	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 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 ● upon not less than 30 days ● if, and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 20 30 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. 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 20 9.20 115 18.00 180 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 five-year 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 14,375,000 9,763,333

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	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 March 31, 2024 the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December 31, 2023, the assets held in the Trust Account were held in treasury funds. At December 31, 2023 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 March 31, 2024 and December 31, 2023 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 March 31, 2024 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 20,136,022 — — Subscription Financial Liabilities 3 $ — — $ 1,782,202 Loan and Transfer note payable 3 $ — — $ 217,232 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — — As discussed in Note 6, the Company fair values the Subscription Liabilities is classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s Subscription Financial Liabilities as of March 31, 2024 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES Inputs March 31, Term Remaining 0.46 Share Price $ 10.75 Risk-Free Rate 5.39 % The change in the fair value of Subscription Agreement liabilities, measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES Subscription financial liabilities at December 31, 2023 $ - Change in fair value 1,782,202 Subscription financial liabilities at March 31, 2024 $ 1,782,202 As discussed in Note 6, the Company fair values the Loan and Transfer note payable is classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s Loan and Transfer note payable as of March 31, 2024 were: SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE Inputs March 31, Term Remaining 1.47 Share Price $ 11.015 Risk-Free Rate 4.78 % The change in the fair value of Loan and Transfer note payable measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE Loan and Transfer note payable at December 31, 2023 $ 12,384 Change in fair value 204,848 Loan and Transfer note payable at March 31, 2024 $ 217,232

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than disclosed below or within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On May 9, 2024, the Company entered into four separate Subscription Agreements with the Sponsor, VKSS Capital, LLC (the “Affiliate”), and the four separate investors (the “Investors”), whereby, to support the Company’s anticipated de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $ 500,000 500,000 On May 22, 2024, the held the 2024 Extension Meeting. At the 2024 Extension Meeting, the Company’s shareholders were asked to vote on a proposal to approve, among other things, extending the date by which the Company must consummate an initial business combination from May 23, 2024 to February 17, 2025. In connection with the approval of the 2024 Extension Amendment, holders of 1,226,085 11.24 13.8 In connection with the 2024 Extension Meeting, the Company and the Sponsor entered into a non-redemption agreement (the “Non-Redemption Agreement”) with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption requests on) 450,000 450,000 75,000 75,000 Pursuant to the terms of the Merger Agreement, because the conditions to the closing of the proposed initial business combination with Visiox were not satisfied or waived by May 31, 2024, PowerUp and Visiox each have the right to terminate the Merger Agreement and abandon the transactions contemplated thereby by providing written notice to the other party.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future period.
Principles of Consolidation	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	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 condensed consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed 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 condensed 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 condensed 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	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
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank, and at December 31, 2023, 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 at December 31, 2023 are classified as trading securities. Trading securities are presented on the condensed 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 condensed 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 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 5,000,000 10,812,500 606,080
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000
Fair Value of Financial Instruments	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 condensed consolidated balance sheet, primarily due to their short-term nature.
Income Taxes	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 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	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 March 31, 2024 and December 31, 2023, 1,803,729 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 March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed 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 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022
Net Income (Loss) per Ordinary Share	Net Income (Loss) 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 11.50 24,138,333 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08
Accounting for Warrants	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	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 condensed consolidated financial statements and disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION	At March 31, 2024 and December 31, 2023, the redeemable ordinary shares subject to possible redemption reflected in the condensed 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 Plus: Remeasurement of carrying value to redemption value 234,853 Redeemable ordinary shares subject to possible redemption at March 31, 2024 $ 20,136,022
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE	SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Class A Class B Class A Class B For the three months ended For the three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,467,101 ) $ — $ 2,297,946 $ 574,487 Denominator: Weighted average shares outstanding 8,991,229 — 28,750,000 7,187,500 Basic and dilution net (loss) income per share $ (0.27 ) $ — $ 0.08 $ 0.08

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants
SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS	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 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS	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 March 31, 2024 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 20,136,022 — — Subscription Financial Liabilities 3 $ — — $ 1,782,202 Loan and Transfer note payable 3 $ — — $ 217,232 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 19,901,169 — —
SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES	The key inputs of the models used to value the Company’s Subscription Financial Liabilities as of March 31, 2024 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES Inputs March 31, Term Remaining 0.46 Share Price $ 10.75 Risk-Free Rate 5.39 %
SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES	SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES Subscription financial liabilities at December 31, 2023 $ - Change in fair value 1,782,202 Subscription financial liabilities at March 31, 2024 $ 1,782,202
SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE	The key inputs of the models used to value the Company’s Loan and Transfer note payable as of March 31, 2024 were: SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE Inputs March 31, Term Remaining 1.47 Share Price $ 11.015 Risk-Free Rate 4.78 %
SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE	The change in the fair value of Loan and Transfer note payable measured using Level 3 inputs, for March 31, 2023 and December 31, 2023 is summarized as follows: SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE Loan and Transfer note payable at December 31, 2023 $ 12,384 Change in fair value 204,848 Loan and Transfer note payable at March 31, 2024 $ 217,232

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)							3 Months Ended
	May 22, 2024	Aug. 18, 2023	Jul. 13, 2023	May 18, 2023	Apr. 13, 2023	Feb. 23, 2022	Mar. 31, 2024	Dec. 31, 2023	Aug. 14, 2023	Jun. 28, 2023	Apr. 19, 2023	Feb. 22, 2022
Purchase price, per unit							$ 11.24
Price of warrant							$ 10.75
Deferred Underwriting fee payable										$ 10,812,500
Deferred underwriting discount										$ 10,812,500
Threshold percentage of public shares subject to redemption without company's prior written consent							15%
Percentage obligation to redeem public shares							100%
Aggregate true-up payment amount		$ 632,968
Fees payable to CCM in cash					$ 300,000
Maximum net interest to pay dissolution expenses							$ 100,000
Cash
Working capital deficit							2,567,806
Trust account							20,136,022	$ 19,901,169
Investments held in the trust account							234,853
Equiniti Trust Company LLc [Member]
Share redemption price				$ 10.55					$ 10.57
Equiniti Trust Company LLc [Member] | Revision of Prior Period, Adjustment [Member]
Purchase price, per unit											$ 0.02
Share redemption price									$ 0.02
Common Stock [Member]
Number of shares issued				26,946,271
Purchase price, per unit	$ 11.24			$ 10.55
Aggregate purchase price	$ 13,800,000			$ 284,000,000
Common Stock [Member] | Subsequent Event [Member]
Number of shares issued	1,226,085
IPO [Member]
Purchase price, per unit												$ 10.25
Sale of Units, net of underwriting discounts (in shares)						28,750,000
Offering costs							16,418,580
Underwriting fees							5,000,000
Deferred Underwriting fee payable							10,812,500
Other costs							$ 606,080
Cash deposited to Trust Account						$ 294,687,500
Share redemption price							$ 11.03
IPO [Member] | Private Placement Warrants [Member]
Sale of Private Placement Warrants (in shares)						9,138,333
Price of warrant						$ 1.50
Proceeds from sale of private units						$ 13,707,500
Over-Allotment Option [Member]
Gross proceeds						$ 37,500,000
Sale of Units, net of underwriting discounts (in shares)						3,750,000	3,750,000
Private Placement [Member] | Private Placement Warrants [Member]
Sale of Private Placement Warrants (in shares)						9,763,333
Price of warrant						$ 1.50
Proceeds from sale of private units						$ 14,645,000
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Sale of Private Placement Warrants (in shares)						625,000
Proceeds from sale of private units						$ 937,500
Common Class A [Member] | Investment Advisory, Management and Administrative Service [Member]
Advisory fees payable in shares number of shares			80,000		50,000
Common Class A [Member] | Common Stock [Member] | Subsequent Event [Member]
Number of shares issued	1,226,085
Purchase price, per unit	$ 11.24
Aggregate purchase price	$ 13,800,000
Common Class A [Member] | IPO [Member]
Number of shares issued						25,000,000
Purchase price, per unit						$ 10
Gross proceeds						$ 250,000,000
Common Class B [Member]
Ordinary shares cancelled				7,187,500
Convertible Ordinary shares				7,187,500

SCHEDULE OF REDEEMABLE ORDINARY

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gross proceeds				$ 287,500,000
Fair value to Public Warrants at issuance				(5,606,250)
Redeemable ordinary share issuance costs				(16,098,990)
Remeasurement of carrying value to redemption value	$ (234,853)	$ (3,196,998)	$ (5,813,213)	33,209,323
Redeemable ordinary shares subject to possible redemption, beginning	19,901,169	299,004,083	299,004,083
Redemption			(284,916,127)
Remeasurement of carrying value to redemption value	234,853	$ 3,196,998	5,813,213	(33,209,323)
Redeemable ordinary shares subject to possible redemption, ending	$ 20,136,022		$ 19,901,169	$ 299,004,083

SCHEDULE OF RECONCILIATION OF B

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common Class A [Member]
Allocation of net (loss) income	$ (2,467,101)	$ 2,297,946
Weighted average shares outstanding, basic	8,991,229	28,750,000
Weighted average shares outstanding, diluted	8,991,229	28,750,000
Basic net income per share	$ (0.27)	$ 0.08
Diluted net income per share	$ (0.27)	$ 0.08
Common Class B [Member]
Allocation of net (loss) income		$ 574,487
Weighted average shares outstanding, basic		7,187,500
Weighted average shares outstanding, diluted		7,187,500
Basic net income per share		$ 0.08
Diluted net income per share		$ 0.08

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended
	Feb. 23, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 28, 2023	Feb. 22, 2022
Cash equivalents		$ 0		$ 0
Deferred Underwriting fee payable					$ 10,812,500
Federal deposit Insurance corporation coverage limit		250,000
Unrecognized tax benefits		$ 0		$ 0
Purchase price, per unit		$ 11.24
Anti-dilutive securities attributable to warrants (in shares)		24,138,333	24,138,333
Warrant [Member]
Purchase of aggregate shares	24,138,333
Purchase price, per unit	$ 11.50
Common Class A Subject To Redemption [Member]
Ordinary shares subject to possible redemption		1,803,729		1,803,729
IPO [Member]
Offering costs		$ 16,418,580
Underwriting fees		5,000,000
Deferred Underwriting fee payable		10,812,500
Other costs		$ 606,080
Purchase price, per unit						$ 10.25

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	Feb. 23, 2022 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	28,750,000
Share price | $ / shares	$ 10
Number of shares issuable per warrant | shares	1
Exercise price of warrants | $ / shares	$ 11.50

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($)	Feb. 23, 2022	Mar. 31, 2024
Class of Warrant or Right [Line Items]
Price of warrants		$ 10.75
Private Placement Warrants [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	9,763,333
Price of warrants	$ 1.50
Proceeds from sale of warrants	$ 14,645,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					3 Months Ended
	Aug. 18, 2023	Feb. 11, 2022	Dec. 18, 2021	Feb. 16, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2021
Related Party Transaction [Line Items]
Description of exceptions for transfer assign or sell founder shares					(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.
Due to affiliate					$ 268,939		$ 238,939
Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Share dividend		1.11111111
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned		7,187,500
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued				8,625,000
Aggregate purchase price				$ 25,000
Shares surrendered			2,156,250
Aggregate number of shares owned			6,468,750
Founder Shares [Member] | New Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Number of shares issued	6,834,333
Exercise price of warrant	$ 1
Founder Shares [Member] | New Sponsor [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Number of shares issued	4,317,500
Related Party Loans [Member]
Related Party Transaction [Line Items]
Aggregate loan amount to cover expenses				$ 300,000
Outstanding balance of related party note					0		0	$ 238,596
Loan conversion agreement warrant					$ 1,500,000
Conversion price of warrant					$ 1.50
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Outstanding balance of related party note					$ 450,000		$ 250,000
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Expenses per month					10,000
Expenses incurred					$ 30,000	$ 30,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)

1 Months Ended

3 Months Ended

Mar. 05, 2024 USD ($)

Jan. 10, 2024 USD ($) $ / shares

Jan. 09, 2024 USD ($) $ / shares

Dec. 21, 2023 USD ($)

Jul. 14, 2023 $ / shares shares

Jul. 13, 2023 shares

May 18, 2023 shares

Apr. 13, 2023 USD ($) shares

Feb. 23, 2022 $ / shares shares

Dec. 31, 2023 USD ($) $ / shares shares

Mar. 31, 2024 USD ($) $ / shares shares

Mar. 31, 2023 USD ($)

Dec. 26, 2023 $ / shares

Dec. 01, 2023 USD ($)

Jun. 28, 2023 USD ($)

Product Liability Contingency [Line Items]

Maximum number of days available to underwriters to purchase units

45 days

Underwriting cash discount per unit | $ / shares

$ 0.20

Underwriter cash discount

$ 5,000,000

Aggregate deferred underwriting fee payable

750,000

Aggregate underwriter deferred portion

10,062,500

Deferred Underwriting fee payable

$ 10,812,500

Aggregate underwriter cash discount

$ 750,000

Deferred underwriting discount

$ 10,812,500

Number of shares agreed to transfer | shares

750,000

Number of non-redeemable transferable shares | shares

750,000

Fair value of non redeemable shares

$ 118,298

Class A ordinary shares

$ 300,000

Sponsor fund

264,027

Interest expense debt

$ 183,310

Share price | $ / shares

$ 10.75

Liabilities

$ 403,328

$ 2,633,383

Additional paid in capital

10,964,930

11,421,183

Convertible Notes Payable [Member]

Product Liability Contingency [Line Items]

Interest rate

15%

Principal amount

$ 2,000,000

Loan And Transfer Agreementt [Member]

Product Liability Contingency [Line Items]

Sponsor fund

419,875

Working Capital Loans [Member]

Product Liability Contingency [Line Items]

Outstanding balance of related party note

$ 250,000

$ 450,000

First Share Price Target [Member]

Product Liability Contingency [Line Items]

Description of trading activities

20 out of any 30 consecutive Trading Days

Second Share PriceTarget [Member] | Secound Share Price Target [Member]

Product Liability Contingency [Line Items]

Description of trading activities

20 out of any 30 consecutive Trading Days

Merger Agreement [Member]

Product Liability Contingency [Line Items]

Share price | $ / shares

$ 12.50

Merger Agreement [Member] | First Commercial Sale [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Sale percentage

0.002%

Merger Agreement [Member] | First Share Price Target [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Share price | $ / shares

$ 12.50

Merger Agreement [Member] | Second Share PriceTarget [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Share price | $ / shares

$ 15

Common Stock [Member]

Product Liability Contingency [Line Items]

Number of shares issued | shares

26,946,271

Common stock, par value | $ / shares

$ 0.0001

Common Stock [Member] | Merger Agreement [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

6,000,000

Merger Agreement [Member]

Product Liability Contingency [Line Items]

Business combination description

(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.

Loan and Transfer Agreement [Member]

Product Liability Contingency [Line Items]

Loan costs

$ 150,000

$ 50,000

Payments for loans

150,000

50,000

Loan And Transfer Agreementt [Member]

Product Liability Contingency [Line Items]

Funded amount

$ 150,000

$ 50,000

$ 250,000

Interest rate

8%

8%

8%

Advisory Services Agreement [Member]

Product Liability Contingency [Line Items]

Sponsor fees

$ 2,000,000

Advisory Services Agreement [Member] | Convertible Notes [Member]

Product Liability Contingency [Line Items]

Working capital loans | shares

2,000,000

Advisory Services Agreement [Member] | Working Capital Loans [Member]

Product Liability Contingency [Line Items]

Working capital loans | shares

1,000,000

Subscription Arrangement [Member]

Product Liability Contingency [Line Items]

Sponsor contribution

$ 1,000,000

Liabilities

$ 1,786,236

Additional paid in capital

213,764

Subscription agreement expense

$ 2,000,000

Common Class A [Member]

Product Liability Contingency [Line Items]

Common stock, par value | $ / shares

$ 0.0001

$ 0.0001

Common Class A [Member] | Investment Advisory, Management and Administrative Service [Member]

Product Liability Contingency [Line Items]

Working capital loans | shares

80,000

50,000

Common Class A [Member] | Loan And Transfer Agreementt [Member]

Product Liability Contingency [Line Items]

Share price | $ / shares

$ 10

$ 10

$ 10

Funded amount | $ / shares

$ 1

$ 1

New Sponsor [Member] | Purchase Agreement [Member] | Private Placement Warrants [Member]

Product Liability Contingency [Line Items]

Number of shares issued | shares

6,834,333

New Sponsor [Member] | Underwriting Agreement [Member] | Private Placement Warrants [Member]

Product Liability Contingency [Line Items]

Exercise price of warrant | $ / shares

$ 1

New Sponsor [Member] | Common Class A [Member] | Purchase Agreement [Member]

Product Liability Contingency [Line Items]

Number of shares issued | shares

4,317,500

Sponsor [Member]

Product Liability Contingency [Line Items]

Sponsor fund

$ 419,875

Interest expense debt

183,310

Amortization of the debt discount

202,643

Sponsor [Member] | Loan And Transfer Agreementt [Member]

Product Liability Contingency [Line Items]

Funded amount

$ 250,000

Sponsor fees

$ 250,000

Sponsor [Member] | Loan and Transfer Agreement [Member]

Product Liability Contingency [Line Items]

Borrowings

$ 155,848

$ 419,875

Sponsor [Member] | Merger Agreement [Member] | First Commercial Sale [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Sponsor [Member] | Merger Agreement [Member] | First Share Price Target [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Sponsor [Member] | Merger Agreement [Member] | Second Share PriceTarget [Member]

Product Liability Contingency [Line Items]

Sponsor earnout shares | shares

1,000,000

Measurement Input, Share Price [Member]

Product Liability Contingency [Line Items]

Fair value pricing model

0.15

Measurement Input, Default Rate [Member]

Product Liability Contingency [Line Items]

Fair value pricing model

0.05

Measurement Input, Option Volatility [Member]

Product Liability Contingency [Line Items]

Fair value pricing model

0.016

Measurement Input, Discount Rate [Member]

Product Liability Contingency [Line Items]

Fair value pricing model

0.0414

Measurement Input, Price Volatility [Member]

Product Liability Contingency [Line Items]

Fair value pricing model

10.51

Over-Allotment Option [Member]

Product Liability Contingency [Line Items]

Number of units sold | shares

3,750,000

3,750,000

IPO [Member]

Product Liability Contingency [Line Items]

Number of units sold | shares

28,750,000

Deferred fee per unit | $ / shares

$ 0.35

Aggregate underwriter deferred portion

$ 10,062,500

Deferred Underwriting fee payable

$ 10,812,500

Exercise price of warrant | $ / shares

$ 11.50

IPO [Member] | Private Placement Warrants [Member]

Product Liability Contingency [Line Items]

Share price | $ / shares

$ 1.50

IPO [Member] | Common Class A [Member]

Product Liability Contingency [Line Items]

Number of shares issued | shares

25,000,000

SHAREHOLDERS' DEFICIT (Details

SHAREHOLDERS' DEFICIT (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized (in shares)	300,000,000	300,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	7,187,500	7,187,500
Ordinary shares, shares outstanding	7,187,500	7,187,500
Common Class A Subject To Redemption [Member]
Class of Stock [Line Items]
Ordinary shares subject to possible redemption, shares issued	1,803,729	1,803,729
Ordinary shares subject to possible redemption, shares outstanding	1,803,729	1,803,729
Common Class B [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized (in shares)	50,000,000	50,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Ratio to be applied to the stock in the conversion	20%

SCHEDULE OF QUANTITATIVE INFORM

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS (Details)	Mar. 31, 2024 $ / shares	Feb. 23, 2022 $ / shares
Class of Warrant or Right [Line Items]
Price of warrant	$ 10.75
Warrant Term	6 months
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Price of warrant		$ 9.82
Exercise Price		11.50
Redemption Trigger price		$ 18
Warrant Term		6 years 5 months 1 day
Private Warrants [Member] | Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input		5.64
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input		1.93
Private Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input		0

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	3 Months Ended
	Mar. 31, 2024 Integer $ / shares shares	Feb. 23, 2022 $ / shares
Class of Warrant or Right [Line Items]
Public warrants expiration term	6 months
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants		$ 0.39
Warrants outstanding | shares	14,375,000
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	9,763,333
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise period condition two	12 months
Redemption price per public warrant	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | Integer	30
Warrant [Member]
Class of Warrant or Right [Line Items]
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days for calculating market value	20 days
Warrants and rights outstanding exercisable term after business combination	5 years
Warrant [Member] | Redemption of Warrants when Price Per Share of Class Common Stock Equals or Exceeds 9.50 [Member]
Class of Warrant or Right [Line Items]
Threshold issue price for capital raising purposes in connection with the closing of a business combination	$ 9.20
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued price	115%
Warrant [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 16.50 [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right redemption of warrants or rights stock price trigger	$ 18
Adjustment one of redemption price of stock based on market value and newly issued price, percentage	180%

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account	$ 20,136,022	$ 19,901,169
Subscription financial liabilities	1,782,202
Loan and Transfer note payable	217,232	12,384
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account	20,136,022	19,901,169
Subscription financial liabilities
Loan and Transfer note payable
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account
Subscription financial liabilities
Loan and Transfer note payable
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in Trust Account
Subscription financial liabilities	1,782,202
Loan and Transfer note payable	$ 217,232

SCHEDULE OF SUBSCRIPTION FINANC

SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Fair Value Disclosures [Abstract]
Term Remaining	5 months 15 days
Price of warrant	$ 10.75
Risk-Free Rate	5.39

SCHEDULE OF FAIR VALUE OF SUBSC

SCHEDULE OF FAIR VALUE OF SUBSCRIPTION AGREEMENT LIABILITIES (Details)	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Subscription financial liabilities at December 31, 2023
Change in fair value	1,782,202
Subscription financial liabilities at March 31, 2024	$ 1,782,202

SCHEDULE OF LOAN AND TRANSFER N

SCHEDULE OF LOAN AND TRANSFER NOTE PAYABLE (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Fair Value Disclosures [Abstract]
Term Remaining	1 year 5 months 19 days
Share Price	$ 11.015
Risk-Free Rate	4.78

SCHEDULE OF FAIR VALUE OF LOAN

SCHEDULE OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Loan and Transfer note payable at December 31, 2023	$ 12,384
Change in fair value	204,848
Loan and Transfer note payable at March 31, 2024	$ 217,232

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)						3 Months Ended
	May 22, 2024	May 09, 2024	Jan. 10, 2024	Jan. 09, 2024	May 18, 2023	Mar. 31, 2024
Subsequent Event [Line Items]
Purchase price, per unit						$ 11.24
Number of shares agreed to transfer						750,000
Number of non-redeemable transferable shares						750,000
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued					26,946,271
Purchase price, per unit	$ 11.24				$ 10.55
Aggregate purchase price	$ 13,800,000				$ 284,000,000
Loan and Transfer Agreement [Member]
Subsequent Event [Line Items]
Loan costs			$ 150,000	$ 50,000
Payments for loans			$ 150,000	$ 50,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued	1,226,085
Subsequent Event [Member] | Common Stock [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Number of shares issued	1,226,085
Purchase price, per unit	$ 11.24
Aggregate purchase price	$ 13,800,000
Subsequent Event [Member] | Subscription Agreements [Member]
Subsequent Event [Line Items]
Loan costs		$ 500,000
Subsequent Event [Member] | Loan and Transfer Agreement [Member]
Subsequent Event [Line Items]
Payments for loans		$ 500,000
Subsequent Event [Member] | Non Redeemed Agreement [Member] | Common Stock [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Number of shares agreed to transfer	450,000
Number of non-redeemable transferable shares	450,000
Subsequent Event [Member] | Sponsor [Member] | Common Stock [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Number of shares agreed to transfer	75,000
Number of non-redeemable transferable shares	75,000