Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 16, 2022, the board of directors (the "Board") of PowerUp
Acquisition Corp., a Cayman Islands exempted company (the "Company"), appointed
Kyle Campbell, as a Class III director of the Company.
The Board has determined that Mr. Campbell is an "independent director" as
defined in the Nasdaq listing standards and applicable Securities and Exchange
Commission ("SEC") rules and regulations.
In connection with his appointment to the Board, Mr. Campbell has been appointed
to the Audit Committee of the Board.
Since May 2021, Mr. Campbell has served as a senior analyst at Greenhaven Road
Capital, a long-term investment manager seeking to invest in opportunities off
the beaten path, where he has gained extensive knowledge and experience with
SPAC structures, incentives, and PIPE transactions. Mr. Campbell was formerly
the Chief Financial Officer of a single-family office, a position he held from
2015 to 2019, where he oversaw all accounting, investment, and capital
allocation decisions. Mr. Campbell holds a B.S. degree in Business from Bellevue
University and a Master of Business Administration from the Columbia Business
School.
In connection with Mr. Campbell's appointment as a director of the Company, the
Company entered into both an indemnity agreement and a letter agreement with Mr.
Campbell. Both the indemnity agreement and the letter agreement are
substantially similar to those agreements entered into by the Company's other
officers and directors in relation to the Company's initial public offering.
No family relationships exist between Mr. Campbell and any other directors or
executive officers of the Company. There are no arrangements between Mr.
Campbell and any other person pursuant to which Mr. Campbell was nominated as a
director of the Company. There are no transactions to which the Company is or
was a participant and in which Mr. Campbell has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
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