PowerUp Acquisition Corp. has entered into a Merger Agreement with Visiox Pharmaceuticals, Inc. to effect a merger, with Visiox surviving as a wholly owned subsidiary of PowerUp. The merger consideration includes shares of PowerUp common stock and additional shares contingent upon the achievement of certain milestones. PowerUp has also entered into a Loan and Transfer Agreement with the Sponsor and a lender for a loan of $250,000. The filing includes other standard provisions related to the merger and conditions to closing.