PowerUp Acquisition Corp. (NasdaqGM:PWUP) entered into a non-binding letter of intent to acquire Visiox Pharmaceuticals, Inc. for approximately $160 million on November 21, 2023. PowerUp Acquisition Corp. executed definitive agreement to acquire Visiox Pharmaceuticals, Inc. on December 26, 2023. The merger would result in Visiox becoming a publicly traded company on the Nasdaq Capital Market. Upon closing, the combined company will be named Visiox Holdings, Inc. with its common stock and warrants expected to be listed on Nasdaq under the ticker symbols VSXP and VSXPW, respectively. Upon the closing of the Transaction, Visiox will continue to be led by current Chief Executive Officer, Ryan Bleeks.

The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of PowerUp and Visiox of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) the satisfaction of the $5,000,001 minimum net tangible asset test by PowerUp; (vii) approval from Nasdaq for the listing of the shares of PowerUp?s common stock to be issued in connection with the Transaction; and (viii) reconstitution of the Post-Closing Board as contemplated under the Merger Agreement. Board of Directors of PowerUp approved the transaction. As of May 22, 2024, the transaction is expected to close from May 23, 2024 to February 17, 2025.

Kate Bechen of Dykema Gossett PLLC serves as legal counsel to PowerUp Acquisition Corp. and David Mannheim of Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Visiox Pharmaceuticals, Inc. The Mentor Group, Inc. acted as financial advisor and provided the fairness opinion to PowerUp Acquisition. PowerUp paid Mentor a fee of $80,000 in connection with delivery of its opinion. Equiniti Trust Company, LLC is the transfer agent for PowerUp Acquisition. Dykema Gossett PLLC and The Mentor Group, Inc. acted as due diligence providers to PowerUp Acquisition Corp. PowerUp has engaged Issuer Direct Corporation as proxy solicitor to assist in the solicitation of proxies for the extraordinary general meeting.