SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PowerUp Acquisition Corp
G7207P103
(CUSIP Number)
May 22, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: 11 Page
| CUSIP No. G7207P103 | Page 2 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Harraden Circle Investments, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
467,262 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
467,262 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,262 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.20% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC, IA | |||||
| CUSIP No. G7207P103 | Page 3 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Harraden Circle Investors GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
450,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
450,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, HC | |||||
| CUSIP No. G7207P103 | Page 4 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Harraden Circle Investors GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
450,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
450,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC | |||||
| CUSIP No. G7207P103 | Page 5 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Harraden Circle Investors, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
225,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
225,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. G7207P103 | Page 6 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Harraden Circle Special Opportunities, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
225,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
225,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. G7207P103 | Page 7 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Frederick V. Fortmiller, Jr. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
467,262 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
467,262 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,262 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.20% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| CUSIP No. G7207P103 | Page 8 of 11 Pages |
| Item 1(a). | Name of Issuer |
PowerUp Acquisition Corp. (the “issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
188 Grand Street, Unit 195, New York, NY
| Item 2(a). | Names of Persons Filing |
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
| i) | Harraden Circle Investors, LP (“Harraden Fund”), |
| ii) | Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”) |
| iii) | Harraden Circle Investors GP, LP (“Harraden GP”); |
| iv) | Harraden Circle Investors GP, LLC (“Harraden LLC”); |
| v) | Harraden Circle Investments, LLC (“Harraden Adviser”); and |
| vi) | Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”); |
This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund and Harraden Special Op Fund, Harraden GP is the general partner to Harraden Fund and Harraden Special Op Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund and Harraden Special Op Fund.
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.
| Item 2(c). | Citizenship |
Each of Harraden Fund, Harraden Special Op Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.
Item 2(d). Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Shares”)
| Item 2(e). | CUSIP No. G7207P103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. |
| CUSIP No. G7207P103 | Page 9 of 11 Pages |
| Item 4. | Ownership |
| Item 4(a) | Amount Beneficially Owned |
As of May 22, 2024, each of the Reporting Persons may be deemed the beneficial owner of 467,262 Shares underlying Units held directly by Harraden Fund, Harraden Special Op Fund and Harraden Adviser.
| Item 4(b) | Percent of Class Fund and Harraden Adviser. |
As of May 22, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.20% of Shares outstanding. This percentage is based on a total of 8,991,229 Shares outstanding, based on information in the Form 10-K filed by the Company on March 11, 2024.
| Item 4(c) | Number of shares as to which such person has: |
| (i) Sole power to vote or direct the vote: |
0 | |||
| (ii) Shared power to vote or direct the vote: |
467,262 | |||
| (iii) Sole power to dispose or direct the disposition of: |
0 | |||
| (iv) Shared power to dispose or direct the disposition of: |
467,262 |
| Item 5. | Ownership of Five Percent or Less of a Class |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group |
This Item 9 is not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. G7207P103 | Page 10 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 28, 2024
| HARRADEN CIRCLE INVESTORS, LP | ||
| HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP | ||
| By: | HARRADEN CIRCLE INVESTORS GP, LP, its | |
| general partner | ||
| By: | HARRADEN CIRCLE INVESTORS GP, LLC, its | |
| general partner | ||
| By: | /s/ Frederick V. Fortmiller, Jr. | |
| Title: | Managing Member | |
| HARRADEN CIRCLE INVESTORS GP, LP | ||
| By: | HARRADEN CIRCLE INVESTORS GP, LLC, its | |
| general partner | ||
| By: | /s/ Frederick V. Fortmiller, Jr. | |
| Title: | Managing Member | |
| HARRADEN CIRCLE INVESTORS GP, LLC | ||
| By: | /s/ Frederick V. Fortmiller, Jr. | |
| Managing Member | ||
| HARRADEN CIRCLE INVESTMENTS, LLC | ||
| By: | /s/ Frederick V. Fortmiller, Jr. | |
| Managing Member | ||
| FREDERICK V. FORTMILLER, JR. | ||
| /s/ Frederick V. Fortmiller, Jr. | ||
| CUSIP No. G7207P103 | Page 11 of 11 Pages |
Exhibit INDEX
| Joint Filing Agreement |
11 |