PWUPU PowerUp Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 3, 2024

 

PowerUp Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands		001-41293		N/A
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

188 Grand Street Unit #195

New York, NY 10013

(Address of Principal Executive Offices)

 

(347) 313-8109

(Registrant’s Telephone Number)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant		PWUPU		The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share, included as part of the Units		PWUP		The Nasdaq Stock Market LLC
Redeemable Warrants each exercisable for one Class A Ordinary Share for $11.50 per share, included as part of the units		PWUPW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, on August 26, 2024, PowerUp Acquisition Corp. (the “Company”) entered into an Agreement and Plan of Merger by and among the Company, PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to the Effective Time (the “Seller Representative”), and Aspire Biopharma, Inc., a Puerto Rico corporation (“Aspire”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, among other things, the parties will effect the merger of Merger Sub with and into Aspire (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Aspire continuing as the surviving entity and a wholly owned subsidiary of the Company.

 

On September 3, 2024, the Company issued a press release announcing its Business Combination with Aspire. A copy of the press release describing the parties to the Business Combination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between PowerUp and Aspire, including without limitation statements regarding the anticipated benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the implied enterprise value, future financial condition and performance of Aspire and the combined company after the closing and expected financial impacts of the proposed Business Combination, the satisfaction of closing conditions to the proposed Business Combination, the level of redemptions of PowerUp’s public shareholders and the products and markets and expected future performance and market opportunities of Aspire. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

 

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of PowerUp’s securities; (ii) the risk that the proposed Business Combination may not be completed by PowerUp’s business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement by the shareholders of PowerUp, the satisfaction of the closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) redemptions exceeding anticipated levels; (vi) the failure to meet Nasdaq initial listing standards in connection with the consummation of the proposed Business Combination; (vii) the effect of the announcement or pendency of the proposed Business Combination on Aspire’s business relationships, operating results, and business generally; (viii) risks that the proposed Business Combination disrupts current plans and operations of Aspire; (ix) the outcome of any legal proceedings that may be instituted against Aspire or against PowerUp related to the Business Combination Agreement or the proposed Business Combination; (x) changes in the markets in which Aspire competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (xi) changes in domestic and global general economic conditions; (xii) the risk that Aspire may not be able to execute its growth strategies; (xiii) risks related to supply chain disruptions; (xiv) the risk that Aspire may not be able to develop and maintain effective internal controls; (xv) costs related to the proposed Business Combination and the failure to realize anticipated benefits of the proposed Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; (xvi) the ability to recognize the anticipated benefits of the proposed Business Combination and to achieve its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Aspire to grow and manage growth economically and hire and retain key employees; (xvii) inability to achieve successful results or to obtain licensing of third-party intellectual property rights for future discovery and development of Aspire’s projects; (xviii) failure to commercialize products and achieve market acceptance of such products; (xix) the risk that Aspire will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xx) the risk that Aspire, post-combination, experiences difficulties in managing its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Aspire’s business; (xxii) risks associated with intellectual property protection; (xxiii) the risk that Aspire is unable to secure or protect its intellectual property; and (xxiv) those factors discussed in PowerUp’s filings with the SEC and that will be contained in the proxy statement relating to the proposed Business Combination.

 

 

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement and the amendments thereto, and other documents to be filed by PowerUp from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Aspire and PowerUp may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither of Aspire or PowerUp gives any assurance that Aspire or PowerUp, or the combined company, will achieve expectations. These forward-looking statements should not be relied upon as representing PowerUp’s or Aspire’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Additional Information and Where to Find It

 

In connection with the Business Combination Agreement and the proposed Business Combination, PowerUp intends to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus of PowerUp, and will file other documents regarding the proposed Business Combination with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that PowerUp has filed or may file with the SEC in connection with the proposed Business Combination. Shareholders and other interested persons are advised to read, when available, the registration statement and the amendments thereto, and documents incorporated by reference therein filed in connection with the proposed Business Combination, as these materials will contain important information about PowerUp, Aspire, the Business Combination Agreement, and the proposed Business Combination. When available, the definitive proxy statement and other relevant materials for the proposed Business Combination will be mailed to shareholders of PowerUp as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, investors and shareholders of PowerUp are urged to carefully read the entire proxy statement, when available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Business Combination. PowerUp’s investors and shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: PowerUp Acquisition Corp., 188 Grand Street Unit #195, New York, NY 10013.

 

Participants in the Solicitation

 

PowerUp, Aspire, and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from PowerUp’s shareholders with respect to the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of PowerUp’s directors and officers in PowerUp’s filings with the SEC, including, when filed with the SEC, the registration statement and the amendments thereto, and other documents filed with the SEC. Such information with respect to Aspire’s directors and executive officers will also be included in the registration statement.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated September 3, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	POWERUP ACQUISITION CORP.
	By:	/s/ Surendra Ajjarapu
		Surendra Ajjarapu
		Chief Executive Officer
Date: September 3, 2024

 

 

 

Exhibit 99.1

 

 

Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements

 

Highlights

 

	●	Transaction Valuation: The transaction values Aspire Biopharma, Inc. at a pre-money equity value of approximately $316 million.
	●	Industry-Leading Platform: Aspire is focused on developing a pipeline of products utilizing its novel delivery mechanisms to enhance the efficacy of “do no harm” FDA approved drugs, nutraceuticals and supplements.
	●	Innovative Drug Delivery Technology: Aspire’s patented and patent-pending delivery system includes components specifically formulated to allow rapid sublingual absorption of drugs directly into the blood stream, thus on first pass, avoiding the gastrointestinal tract and liver, mitigating unwanted toxicity of this critical organ.
	●	Growth and Innovation: Anticipated proceeds from the transaction are expected to further fuel Aspire’s strategic growth plan to accelerate the development of its differentiated pipeline and finance several key therapeutic programs to data announcements.
	●	Strategic Leadership: Kraig Higginson, CEO, and the senior management team are expected to continue in their respective leadership roles.
	●	Business Combination is expected to be completed at the end of Q4 2024 or the beginning of Q1 2025.

 

Humacao, PR and New York, NY, September 3, 2024 – Aspire Biopharma, Inc. (“Aspire” or the “Company”), a developer of a multi-faceted patent protected disruptive drug delivery mechanism technology, and PowerUp Acquisition Corp. (Nasdaq: PWUP), a Nasdaq Global Market^® listed special purpose acquisition company, (“PowerUp”), have entered into a definitive agreement and plan of merger (the “Merger Agreement”). The proposed business combination (the “Business Combination”) is subject to customary closing conditions, including regulatory and stockholder approvals. The combined public company is expected to be named “Aspire Biopharma Holdings, Inc.” and plans to list its common stock on Nasdaq under the new ticker symbol “ASPH”, subject to the approval of its listing application.

 

 

Kraig Higginson, Chief Executive Officer of Aspire, commented, “We have several significant initiatives on the horizon, and we are truly looking forward to working with Suren Ajjarapu and his team as the combined company is set to deliver Aspire’s innovative, patent-pending technology to a large addressable market. As we step into this next phase of our growth, I’m incredibly proud of what our team has accomplished over the past year in building a strong foundation. With an innovative product tailored to address many of the shortcomings of existing drug and nutraceutical formulations, Aspire is ready for the next big leap. Our partnership with the PowerUp team will help us share our product vision with the world and pave the way for the launch of our first product, Instaprin^™.”

 

Suren Ajjarapu, Chief Executive Officer of Powerup, said “We aim to partner with outstanding and proven management teams and operating companies that are pioneering new technologies and leading the way in their market sectors; for these reasons and many others, Aspire was a perfect fit for us. We look forward to working with Kraig and the Aspire team as they move into their next phase of expansion and growth.”

 

Aspire Overview

 

Aspire Biopharma, Inc. is a privately held, early-stage biopharmaceutical technology company founded in 2021. The Company is engaged in the business of developing and marketing a disruptive technology for novel delivery mechanisms for “do no harm” FDA approved drugs, nutraceuticals and supplements. Aspire has developed and acquired technologies that are a Novel Soluble Formulation which address emergencies and drug efficacy, dosage management, patient compliance and safety and rapid response and absorption time when required and desired.

 

Instaprin^™: “Instant Aspirin” - Aspire’s Expected Launch Product

 

Aspire had historically focused on the delivery of aspirin, which may be the most studied and accepted analgesic and anti-inflammatory. However, current aspirin applications have limitations due to side effects from acidity.

 

Instaprin^™, which addresses cardiology emergencies and pain management, is a granular or powder formulation of a soluble, Ph neutral, fast acting aspirin. Benefits of “instant absorption” aspirin are to stop heart attack and stroke; allow high dose absorption for pain management including quick headache relief, post-surgery, cancer pain management, and general pain relief. Aspire currently plans to file a 505(b)(2) New Drug Application with the U.S. Food and Drug Administration (“FDA”) for Instaprin^™. The 505(b)(2) pathway specifically benefits new drugs that are similar to already approved drugs but have slight variations in formulation or administration routes. Aspire can reference the safety and efficacy data of the original innovator drug which can accelerate the approval process and reduce associated costs.

 

 

Aspire’s Development Pipeline

 

In addition to the Company’s lead candidate Instaprin^™, Aspire has numerous pharmaceutical and nutraceutical applications under development in the following areas, including but not limited to a proprietary Viagra/Cialis combination product which is faster acting, requiring decreased dosages with the benefit of a longer half-life, various bi-hormonal drugs such as testosterone, estrogen and weight loss drugs, traumatic brain injury drugs, and thyroid drugs, among others.

 

Business Combination Overview

 

The boards of directors of PowerUp and Aspire have approved the Business Combination, subject to, among other things, the approvals by stockholders of PowerUp and Aspire and satisfaction or waiver of the other conditions outlined in the Merger Agreement.

 

Net proceeds from the Business Combination are expected to enable Aspire to further expand the internal development of new product offerings, accelerate strategic partnerships and “Fast Track” Instaprin, a “do no harm” aspirin medication through the FDA and regulatory agencies. Under the terms of the Merger Agreement, Aspire’s existing shareholders will continue to own in excess of a majority of the post-combination company upon consummation of the Business Combination.

 

Additional information about the Business Combination, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed by PowerUp with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

 

Advisors

 

Dykema Gossett, PLLC serves as legal counsel to PowerUp Acquisition Corp.

 

Sichenzia Ross Ference Carmel LLP serves as legal counsel to Aspire BioPharma, Inc.

 

 

About Aspire Biopharma, Inc.

 

Headquartered in Humacao, Puerto Rico, Aspire Biopharma has developed a disruptive technology through a Novel Soluble Formulation which addresses emergencies, drug efficacy, dosage management, and response time. For more information, please visit www.aspirebiolabs.com.

 

About PowerUp Acquisition Corp.

 

PowerUp Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The management team is led by Mr. Surendra Ajjarapu, Chief Executive Officer.

 

Important Information for Investors and Shareholders

 

In connection with the Business Combination, PowerUp intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus with respect to securities to be issued in connection with the Business Combination and which will be distributed to holders of PowerUp’s ordinary shares in connection with PowerUp’s solicitation of proxies for the vote by PowerUp’s stockholders with respect to the Business Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective, PowerUp plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders of PowerUp as of a record date to be established for voting on the Business Combination. This press release does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that PowerUp may file with the SEC. Before making any investment or voting decision, investors and security holders of PowerUp and Aspire are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Business Combination in their entirety, as they become available, because they will contain important information about Aspire, PowerUp, and the Business Combination.

 

Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by PowerUp through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by PowerUp may be obtained free of charge by directing a request to PowerUp at 188 Grand Street, #195 New York, NY 10013, or by telephone at (347) 313-8109.

 

 

Participants in the Solicitation

 

Aspire, PowerUp, and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from PowerUp’s stockholders in connection with the Business Combination. For more information about the names, affiliations and interests of PowerUp’s directors and executive officers, please refer to PowerUp’s Annual Report on Form 10-K filed with the SEC on March 11, 2024, the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination, when they become available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of PowerUp’s stockholders generally, will be included in the Registration Statement and the Proxy Statement, when they become available. Stockholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

 

No Offer or Solicitation

 

This press release is for information purposes only and shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This document shall not constitute, or form part of, an offer, invitation, or the solicitation of an offer or invitation to buy or a recommendation to purchase or otherwise acquire any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Safe Harbor Statement Regarding Forward-Looking Statements

 

Certain statements made in this communication are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as “estimate,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “potential,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions). These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of the combined public company, including as they relate to the Potential Business Combination and related transactions, pricing and market opportunity, the completion of the Potential Business Combination and related transactions, the level of redemptions by PowerUp’s public shareholders and the timing of the completion of the Business Combination, including the anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of PowerUp’s and Aspire’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

 

 

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the inability to meet the closing conditions to the Business Combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreement relating to the Business Combination; the inability to complete the Business Combination due to the failure to obtain approval of PowerUp’s stockholders, the failure to achieve any minimum cash condition contained in the Merger Agreement, or the failure to meet initial listing standards in connection with the consummation of the Business Combination; costs related to the Business Combination; a delay or failure to realize the expected benefits from the Business Combination; risks related to disruption of management’s time from ongoing business operations due to the Business Combination; the impact of any current or new government regulations affecting Aspire’s operations; failure to protect intellectual property; breaches in data security; the risk that Aspire may not be able to develop and maintain effective internal controls; unfavorable changes to the regulatory environment; and other risks and uncertainties indicated in PowerUp’s most recent Annual Report on Form 10-K, and in PowerUp’s other filings with the SEC. PowerUp and Aspire caution that the foregoing list of factors is not exhaustive.

 

There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof, and PowerUp and Aspire disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication, except as required by law.

 

Aspire Biopharma, Inc. Contact:

 

TraDigital IR

Kevin McGrath

+1-646-418-7002

kevin@tradigitalir.com

 

Powerup Acquisition Corp. Contact:

 

Suren Ajjarapu

Chairman and Chief Executive Officer

Suren@SRIRAMAAssociatesLLC.onmicrosoft.com

347-313-8109

 

SOURCE: PowerUp Acquisition Corp.

 

 

v3.24.2.u1

Cover	Sep. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 03, 2024
Entity File Number	001-41293
Entity Registrant Name	PowerUp Acquisition Corp.
Entity Central Index Key	0001847345
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
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

---