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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