The Latest Non-Redemption Agreements: May 1, 2023

Latest Non-Redemption Agreements: PowerUp, TG Venture, and Jupiter Wellness

PowerUp Acquisition Corp. (PWUP) Adds Non-Redemption Agreement

On April 27, 2023, PowerUp Sponsor LLC, the sponsor of PowerUp Acquisition Corp.(NASDAQ:PWUP), and the company, entered into a Non-Redemption Agreement and Assignment of Economic Interest with an unaffiliated third party in exchange for such third party agreeing not to redeem an aggregate of 150,000 Class A ordinary shares.

In exchange for the foregoing commitment not to redeem such shares, the sponsor has agreed to transfer an aggregate of 75,000 Class B ordinary shares.

TG Venture Acquisition Corp. (TGVC) Adds Non-Redemption Agreement

TG Venture Acquisition Corp. (NASDAQ:TGVC) and Tsangs Group Holdings Limited, the Company’s sponsor, entered into an agreement with Bulldog Investors, LLP and Phillip Goldstein in exchange for the Investors agreeing not to redeem shares of the Company’s Class A common stock.

The Non-Redemption Agreement provides for, among other things, the Sponsor to pay approximately $105,000 to the Investors in exchange for the Investors agreeing to hold and not redeem certain Public Shares at the Special Meeting.

Additionally, pursuant to the Non-Redemption Agreement, the company has agreed that until the earlier of the consummation of a business combination; the liquidation of the trust; and 24 months from the consummation of the IPO, the company will maintain the investment of funds held in the trust account in interest-bearing government securities, having a maturity of 185 days or less, or in money market funds.

The company has also agreed that it will not use any amounts in the trust account, or the interest earned thereon, to pay any excise tax that may be imposed on the Company pursuant to the Inflation Reduction Act of 2022 due to any redemptions of public shares at the meeting.

In connection with the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC an advisory fee of $50,000 and a director has agreed to provide a loan to the sponsor in the principal amount of approximately $105,000.

Jupiter Wellness Acquisition Corp. (JWAC) Adds Non-Redemption Agreement

On May 1, 2023, Jupiter Wellness Acquisition Corp. (NASDAQ:JWAC), Chijet Motor Company, Inc. and Chijet Holdings Limited entered into non-redemption agreements with certain holders of Class A common stock.

The Non-Redemption Agreements are for approximately 0.53 million Class A Shares and should result in an additional approximately $5.6 million in funds staying in the trust account at the closing.

In consideration for agreeing not to redeem their Class A Shares, the seller agreed to provide down-side protection to each holder, whereby, in the event that within 90 days after the closing, the daily VWAP of the ordinary shares for each trading day during any 10 consecutive trading day period is less than: $10.00, the seller will transfer and surrender to Pubco for cancellation in the aggregate a number of ordinary shares equal to the number of shares that such holder owns and has not transferred as of the end of such 10 consecutive trading day period, and Pubco will cancel such shares and issue a number of new ordinary shares equal in the aggregate to the number of ordinary shares that are surrendered; and $5.00, in addition to the shares forfeited at such $10.00 threshold, the seller will transfer to Pubco for cancellation in the aggregate an additional number of ordinary shares equal to the number of shares that such holder owns and has not transferred as of the end of such 10 consecutive trading day period, and Pubco will cancel such shares and issue a number of new ordinary shares equal in the aggregate to the number of shares that are surrendered.