REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of PowerUp Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of P

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

PowerUp Acquisition Corporation

Opinion on the Financial Statement

have audited the accompanying balance sheet of PowerUp Acquisition Corp (the "Company") as of February 23, 2022, and

the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents

fairly, in all material respects, the financial position of the Company as of February 23, 2022, in conformity with accounting principles

generally accepted in the United States of America.

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2021.

PowerUp Acquisition Corp.

The accompanying notes are an integral part

of this financial statement.

PowerUp Acquisiton Corp.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations

PowerUp Acquisition Corp. (the

"Company") 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 or more businesses (the "Business Combination").

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.

As of February 23, 2022, the

Company had not commenced any operations. All activity through February 23, 2022 relates to the Company's formation and Initial

Public Offering ("IPO"), which is described below and, since the offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate 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 units ("Units") with respect to the ordinary shares included in the Units being offered

(the "Public Shares") at $10.00 per Unit generating gross proceeds of $250,000,000, which is discussed in Note 3. The company

has selected December 31 as its fiscal year end.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 9,138,333 private placement warrants ("Private Placement Warrants") at a price

of $1.50 per Private Placement Warrant in a private placement to the Company's sponsor, PowerUp Sponsor LLC (the "Sponsor")

generating gross proceeds of $13,707,500 which is described in Note 4.

Simultaneously with the

closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the

underwriter's election to fully exercise its overallotment option (the "Overallotment Units"), generating

additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private

placement of an additional 625,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $937,500.

Offering costs for the IPO

amounted to $16,418,580, consisting of $5,000,000 of underwriting fees, $10,812,500 of deferred underwriting fees payable (which are held

in the Trust Account (defined below)) and $606,080 of other costs. As described in Note 6, the $10,812,500 of deferred underwriting fee

payable is contingent upon the consummation of a Business Combination by May 23, 2023, subject to the terms of the underwriting agreement.

Following the closing of the

IPO, $294,687,500 ($10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and a portion of the Private

Placement Warrants was placed in a trust account ("Trust Account") and will be invested in U.S. government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"),

with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the

Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the

Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described

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 of the agreement to enter into 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 $10.25 per Public Share, plus any pro rata

interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company's warrants.

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 ("Memorandum and Articles of Association").

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topis

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. While redemptions

cannot cause the Company's net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as