SEC Comment Letter 0000000000-23-014095 to Aspire Biopharma Holdings, Inc. (ASBP)
Aspire Biopharma Holdings, Inc.
Date: Dec. 26, 2023 · CIK: 0001847345 · Accession: 0000000000-23-014095
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41293
Letter
United States securities and exchange commission logo December 26, 2023 Howard Doss Chief Financial Officer PowerUp Acquisition Corp. 188 Grand Street, Unit #195 New York, NY 10013 Re:PowerUp Acquisition Corp. Form 10-K for the year ended December 31, 2022 Filed March 21, 2023 File No. 001-41293 Dear Howard Doss: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended December 31, 2022 Item 1A. Risk Factors, page 22 1.We note your disclosure that were you considered to be a foreign person, any proposed business combination between the Company and a U.S. business engaged in a regulated industry or which may affect national security could be subject to foreign ownership restrictions and/or CFIUS review which could impact your ability to complete your initial business combination. Please further expand your disclosures, to clearly state whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person so that investors have the necessary context to assess the risk you disclose.
FirstName LastNameHoward Doss Comapany NamePowerUp Acquisition Corp. December 26, 2023 Page 2 FirstName LastName Howard Doss PowerUp Acquisition Corp. December 26, 2023 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 26, 2023
Howard Doss
Chief Financial Officer
PowerUp Acquisition Corp.
188 Grand Street, Unit #195
New York, NY 10013
Re:PowerUp Acquisition Corp.
Form 10-K for the year ended December 31, 2022
Filed March 21, 2023
File No. 001-41293
Dear Howard Doss:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Item 1A. Risk Factors, page 22
1.We note your disclosure that were you considered to be a foreign person, any proposed
business combination between the Company and a U.S. business engaged in a regulated
industry or which may affect national security could be subject to foreign ownership
restrictions and/or CFIUS review which could impact your ability to complete your initial
business combination. Please further expand your disclosures, to clearly state
whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person so
that investors have the necessary context to assess the risk you disclose.
FirstName LastNameHoward Doss
Comapany NamePowerUp Acquisition Corp.
December 26, 2023 Page 2
FirstName LastName
Howard Doss
PowerUp Acquisition Corp.
December 26, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction