PowerUP boards were dual-processor 68k–PowerPC accelerator boards designed by Phase5 Digital Products for Amiga computers. They had two different processors working in parallel, sharing the complete address space of the Amiga computer system.
In 1995, Amiga Technologies GmbH announced they were going to port AmigaOS to PowerPC. As part of their Power Amiga plan, Amiga Technologies was going to launch new Power Amiga models using the PowerPC 604e RISC CPU and in co-operation with Amiga Technologies Phase5 would release AmigaOS 4-compatible PowerPC accelerator boards for old Amiga 1200, Amiga 3000 and Amiga 4000 models. However, in 1996 Amiga Technologies' parent company ESCOM entered into deep financial problems and could not support Amiga development. Due to a lack of resources, the PowerPC project at Amiga Technologies stalled and Phase5 had to launch accelerators without a PowerPC-native AmigaOS. As a stopgap solution, a new PowerUP kernel was created allowing new PPC-native software run parallel with 68k Amiga OS. To complicate things even further, former Commodore International chief engineer Dave Haynie questioned Phase5's plans to develop PowerPC boards without Amiga Technologies: "Their approach on the software front is kind of a hack, and on the hardware front it's just too much like the old Commodore; at best, they'll wind up with interesting, non-standard, and overpriced machines that can't keep up with the rapid changes in the industry."
Nevertheless Phase5 had decided to go their own way and develop a PowerPC-based AmigaOS-compatible computer without Amiga Technologies. They also announced plans to write a new Amiga OS-compatible operating system. Wolf Dietrich (managing director of phase5) earlier commented that "we found that Amiga Technologies offers us no sort of outlook or basis for developing into the future".
There is no detailed information about how many PowerPC accelerator boards Phase5 (and later DCE) sold. According to Ralph Schmidt in an AmigActive article featuring MorphOS, there were about 10,000 people using Phase5 PowerPC accelerator boards. The unofficial PowerUP support page estimates similar figures.