Exhibit 107
Calculation of Filing Fee Table
Form S-4
(Form Type)
PowerUp Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | Security Type | | Security Class Title | | Fee Calculation Rule | | Amount Registered (1) | | | Proposed Maximum Offering Price Per Unit | | | Maximum Aggregate Offering Price | | | Fee Rate | | | Amount of Registration Fee | | | Carry Forward Form Type | | | Carry Forward File Number | | | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
| | | | | | | | | | |
| Newly Registered Securities | | | | | | | | | |
| | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Stock, $0.0001 par value per share | | 457(c), 457(f)(1) | | | 577,644 | (2) | | | $ 11.84 | (3) | | $ | 6,769,987.68 | | | | 0.00015310 | | | $ | 1,036.49 | | | | | | | | | | | | | |
| | | Equity | | Common Stock, $0.0001 par value per share | | 457(c), 457(f)(1), 457(i) | | | 14,375,000 | (4) | | | $ 11.5318 | (5) | | $ | 165,769,625.00 | | | | 0.00015310 | | | $ | 25,379.33 | | | | | | | | | | | | | |
| Fees Previously Paid | | Equity | | Common Stock, $0.0001 par value per share | | 457(c), 457(f)(1) | | | 45,937,500 | (6) | | | $ 11.23 | (7) | | $ | 515,878,125 | | | | 0.00014760 | | | $ | 76,143.61 | | | | | | | | | | | | | |
| | | Equity | | Warrants to purchase Common Stock | | 457(c), 457(f)(1), 457(i) | | | 14,375,000 | (8) | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | |
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| Carry Forward Securities |
| Carry Forward Securities | | - | | - | | - | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | Total Offering Amounts | | | | | | | | | | | | | | | | | | $ | 102,559.43 | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | $ | 56,832.61 | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | | | $ | 19,311.00 | | | | | | | | | | | | | |
| | | Net Fee Due (9) | | | | | | | | | | | | | | | | | | $ | 26,415.82 | | | | | | | | | | | | | |
(1) Upon the closing of the business combination (the “Business Combination”) described in the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 with which these Calculation of Filing Fee Tables are filed as Exhibit 107, the name of the registrant will be changed to “Aspire Biopharma Holdings, Inc.” Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
(2) The number of shares of common stock of being registered represents the number of Class A ordinary shares issued by PowerUp Acquisition Corp. pursuant to the Registration Statement on Form S-1 (333-261941) in its initial public offering, less shares that have been redeemed prior to the date of this proxy statement/prospectus. The PowerUp Class A ordinary shares will be automatically converted by operation of law into shares of common stock of Aspire Biopharma Holdings, Inc. in the Domestication described in the proxy statement/prospectus.
(3) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on The Nasdaq Global Market on October 22, 2024 in accordance with Rules 457(c) and 457(f)(1).
(4) The number of shares of common stock of being registered represents the number of shares of common stock underlying redeemable warrants issued by PowerUp Acquisition Corp in its initial public offering registered on Form S-1 (SEC File No. 333-261941) (including redeemable warrants included in units), which, as a result of the Business Combination, will become warrants to acquire the same number of shares of the registrant at the same price and on the same terms.
(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c), 457(f)(1), and 457(i) of the Securities Act, based on the sum of (i) the average of the high and low prices of the redeemable warrants on The Nasdaq Global Market on October 22, 2024 and (ii) the exercise price of the redeemable warrants.
(6) The number of shares of common stock of being registered represents: (i) the number of PowerUp Class A ordinary shares issued in May 2023 upon conversion of outstanding Class B ordinary shares of PowerUp; (ii) the maximum number of shares of the registrant’s Common Stock that are expected to be issued to Aspire’s stockholders in connection with the Business Combination; and (iii) the maximum number of Working Capital Loan Shares that may be issued in connection with the Business Combination.
(7) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on The Nasdaq Global Market on August 30, 2024 in accordance with Rules 457(c) and 457(f)(1).
(8) Represents the number of redeemable warrants issued by PowerUp Acquisition Corp in its initial public offering registered on Form S-1 (SEC File No. 333-261941) (including redeemable warrants included in units), which, as a result of the Business Combination, will become warrants to acquire the same number of shares of the registrant at the same price and on the same terms. No registration fee is required pursuant to Rule 457(g) under the Securities Act.
(9) The filing fee due for this Amendment No. 1 to the Registration Statement is $102,559.43. In connection with the Registration Statement on Form S-4 filed on September 6, 2024, the registrant paid a filing fee in the amount of $56,832.61 and, as described further below, the $19,311.00 fee previously paid in connection with the registration statement on Form S-4 (No. 333-276727) offsets the filing fee currently due. As a result, and pursuant to Rule 457(b), the net fee due for this filing is $26,415.82.
Table 2: Fee Offset Claims and Sources
| | | Registrant or Filer Name | | Form or Filing Type | | File Number | | Initial Filing Date | | Filing Date | | Fee Offset Claimed | | | Security Type Associated with Fee Offset Claimed | | Security Title Associated with Fee Offset Claimed | | Unsold Securities Associated with Fee Offset Claimed | | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | | Fee Paid with Fee Offset Source |
| Rule 457(p) |
| Fee Offset Claims | | PowerUp Acquisition Corp. | | Form S-4 | | 333-276727 | | January 26, 2024 | | | | $ | 19,311.00 | | | Equity | | Common Stock, par value $0.0001 | | N/A(1) | | N/A(1) | | |
| Fee Offset Source | | PowerUp Acquisition Corp. | | Form S-4 | | 333-276727 | | | | January 26, 2024 | | | | | | | | | | | | | $ | 19,311.00 |
(1) A filing fee of $19,311.00 was previously paid in connection with the registration statement on Form S-4 (No. 333-276727) filed by the registrant on January 26, 2024. The registrant withdrew the registration statement on Form S-4 (No. 333-276727) by filing a Form RW on August 2, 2024. As the registration statement was not declared effective, no securities were sold thereunder. In accordance with Rule 457(p) of the Securities Act, such previously paid filing fee will offset the filing fee of $102,559.43 currently due pursuant to this registration statement.
