SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* AJJARAPU SURENDRA K (Last) (First) (Middle) C/O POWERUP ACQUISITION CORP. 188 GRAND STREET, UNIT 195 (Street) NEW YORK NY 10013 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2023	3. Issuer Name and Ticker or Trading Symbol PowerUp Acquisition Corp. [ PWUP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	4,317,500	I	By SRIRAMA Associates, LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(2)	(2)	Class A Ordinary Shares	6,834,333	$11.5	I	By SRIRAMA Associates, LLC(1)

1. Name and Address of Reporting Person* AJJARAPU SURENDRA K (Last) (First) (Middle) C/O POWERUP ACQUISITION CORP. 188 GRAND STREET, UNIT 195 (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* SRIRAMA Associates, LLC (Last) (First) (Middle) 515 MADISON AVE., SUITE 880 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. SRIRAMA Associates, LLC, a Delaware limited liability company (the "Sponsor"), is the record holder of such Class A Ordinary Shares and the Warrants. Mr. Ajjarapu is a managing member of the Sponsor. As such, Mr. Ajjarapu has shared voting and investment discretion with respect to the Class A Ordinary Shares held of record by the Sponsor and may be deemed to have beneficial ownership of such Class A Ordinary Shares. Mr. Ajjarapu disclaims beneficial ownership of any Class A Ordinary Shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

2. Each warrant will become exercisable on the later of 12 months from the closing of the Issuer's initial public offering and the date of completion of the Issuer's initial business combination. Each warrant will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

	/s/ Surendra Ajjarapu	08/28/2023
	/s/ Surendra Ajjarapu Managing Member on behalf of SRIRAMA Associates, LLC	08/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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