SecProbe.io

October 8, 2024
Surendra Ajjarapu
Chief Executive Officer
PowerUp Acquisition Corp.
188 Grand Street, Unit #195
New York, NY 10013
Kraig Higginson
Chief Executive Officer
Aspire BioPharma, Inc.
194 Candelaro Drive, #233
Humacao, Puerto Rico 00791
Re:PowerUp Acquisition Corp.
Registration Statement on Form S-4
Filed September 6, 2024
File No. 333-281991
Dear Surendra Ajjarapu and Kraig Higginson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise your cover page to state the determination of the board of directors
disclosed in response to Item 1606(a) of Regulation S-K. Refer to Item 1604(a)(1) of
Regulation S-K for guidance.
2.Please revise your cover page to provide the disclosures required by Regulation S-K
Item 1604(a)(3) and (4).

October 8, 2024
Page 2
3.We note your disclosure that the implied enterprise value of Aspire at the time of
signing the Business Combination Agreement was in the range between $744 million
to $822 million. Please update to disclose the final valuation attributed to Aspire
Biopharma, Inc. in connection with the business combination on your cover page or
explain why there is a range.
4.Please identify the "original sponsor" upon your first use of this term.
5.We note that you are registering 14,375,000 Public Warrants to purchase New Aspire
Common Stock and that those warrants will be exercisable commencing 30 days
following the Closing and that you must complete the initial business combination by
February 17, 2025 (or by the end of any Extension Period if you further extend the
period of time to consummate an initial business combination). To the extent that the
Public Warrants are exercisable within one year of the registration of those securities,
please also register the underlying shares of common stock in accordance with
Securities Act Sections C&DI Question 103.04 and indicate the offering of the shares
underlying the Public Warrants in the headings on the cover page and elsewhere in
your disclosure.
6.We note from the third paragraph on the second page of your cover page that you are
registering 45,937,500 shares of New Aspire Class A Common Stock and that in
connection with the PowerUp Domestication, prior to the Closing Date, each issued
and outstanding Class A ordinary share of PowerUp will convert, on a one-for-one
basis, into a share of Class A common stock of New Aspire. Please also register the
577,644 shares of New Aspire Class A Common Stock that may be issued upon
conversion of the Class A ordinary shares of PowerUp that are currently held by the
public shareholders and revise your disclosure as appropriate.
Questions and Answers for Shareholders of PowerUp
Q: Why is PowerUp proposing the Business Combination?, page 13
7.Revise to clarify if "oral consumption" means sublingual absorption as indicated
elsewhere in the filing. We also note your references to a "patented formulation" and
the disclosure on page 212 that Aspire's new "patent pending" formulation is a
significant improvement on the previously patented formulation. Revise your
disclosure here and throughout to clarify whether you have patent protection on your
current formulation or on any prior inventions on which your formulation is based.
Q: What conditions must be satisfied to complete the Business Combination?, page 26
8.Please disclose which of these conditions can be waived and the parties may still
proceed with closing the business combination.
Q: What interests do PowerUp's current officers and directors, Initial Shareholders, and
Aspire's..., page 30
9.Please disclose if any consideration was received by the shareholders who have
agreed not to redeem their shares and to vote in favor of the merger agreement.

October 8, 2024
Page 3
Summary of the Proxy Statement/Prospectus
Aspire, page 36
10.Please revise to define the term "do no harm" drugs at first use in this section.
11.Please clearly disclose the current developmental and regulatory status of your
Instaprin candidate. For example, we note disclosure on page 67 states that Instaprin
is currently in the "early stages of preclinical development." We also note disclosure
on page 211 indicates that you have already completed a Phase 1 clinical trial for this
product candidate and your reference to "additional clinical trials" here and
throughout. Please revise to clarify the current development status of your Instaprin
candidate and reconcile these inconsistencies, or advise.
12.We note your statement that Instaprin will be able to deliver large doses with no
dilution through absorption in the bloodstream and that it will have "no harmful
impact on the gastric system" or its mucous membrane. Please revise to clarify, if true,
that this is an aspirational statement that represents the belief of management or
present the material data that supports this statement and identify the source of the
data.
13.We note disclosure stating you intend to apply for Fast Track designation for the
prescription strength formulation of Instaprin given the "history of safety" observed in
"Q4 2024." Please explain what is meant by the phrase "history of safety" in this
context. To the extent you are referring to the results of a clinical trial, revise to
instead present the objective results observed while conducting said trial.
Alternatively, please remove this statement.
PowerUp Sponsor, page 37
14.Please identify the individual or individuals that control SRIRAMA Associates, LLC.
In your revisions, please also disclose any individuals that have direct or indirect
material interests in SRIRAMA Associates, LLC, as well as quantifying the nature
and amount of their interests. Refer to Item 1603(a)(7) of Regulation S-K for
guidance.
15.We note your statement that Surendra Ajjarapu, the manager of SRIRAMA
Associates, LLC, has "extensive experience" with other SPACs. Please revise to
provide additional and balanced disclosure about Mr. Ajjarapu's, the Sponsor's or the
Original Sponsor's experience with other SPACs including any completed business
combinations, liquidated SPACs, pending business combinations and any other
SPACs the Sponsor or Original Sponsor or any of their affiliates or promoters are
affiliated with that are still searching for a target. Your revisions should also address,
as applicable, extensions of prior SPACs and redemption levels experienced by prior
SPACs in connection with any extension request or business combination. Refer to
Item 1603(a)(3) of Regulation S-K.
Compensation Received by the Sponsor, the Original Sponsor, and Their Affiliates, page 45
16.Please revise this section to also include any compensation received by the directors
and officers of PowerUp Acquisition Corp.
Please revise here to disclose the nature and amounts of any reimbursements that will 17.

October 8, 2024
Page 4
be paid to the Original Sponsor, the Sponsor, any of their respective affiliates,
or promoters upon completion of the business combination. Refer to Regulation S-K
Item 1603(a)(6) for guidance.
18.Please define and quantify the term "Sponsor Advisory Fee" as used in footnote 5 and
elsewhere and ensure that such fee is indicated under the heading "Compensation
Received by the Sponsor, the Original Sponsor, and Their Affiliates" on page 45 and
in the section titled "Interests of PowerUp’s Directors and Executive Officers, the
Initial Shareholders, and Aspire's Directors and Executive Officers in the Business
Combination."
Risk Factors, page 61
19.Please include a risk factor discussing the risks to investors arising from the history of
Aspire's lead product candidate Instaprin. In this risk factor, please discuss the
development history of Instaprin, including Instaprin Pharmaceuticals, it's CEO and
subsequent litigation related to his role in the business. Please also clarify if the
former CEO of Instaprin Pharmaceuticals has any affiliation with Aspire Biopharma,
Inc.
The waiver of fees by Citigroup..., page 102
20.Please expand your risk factor to caution investors not to place any reliance on that
fact that Citigroup has been previously involved with your initial public offering.
Business Combination Proposal
Ownership of New Aspire, page 133
21.Your lead in paragraph to the table on page 133 indicates that the table illustrates,
among other things, the dilutive effect of outstanding warrants, but the table does not
address those warrants. Please revise as appropriate.
Termination of the Agreement with Candidate One, page 139
22.Revise to provide more specific disclosure about the conditions to closing that were
not satisfied or waived and that led to the termination of the business combination
agreement with Visiox.
Timeline of the Business Combination Negotiations with Aspire, page 139
23.Please disclose if any other potential targets were considered by PowerUp Acquisition
following the decision to terminate the prior business combination agreement entered
into with Candidate One.
24.Please disclose the initial valuation attributed to Aspire Biopharma and any changes to
this valuation between July 2024 and September 2024. Please also discuss the
reasoning behind any subsequent changes to the valuation, if applicable.
We note your disclosure that as of the date of this proxy statement/prospectus, final
due diligence reviews are being completed by the parties. Please update your
disclosure in this regard and disclose the nature of the due diligence review items that
were incomplete at the time you entered into the business combination agreement. If
the due diligence review will be ongoing at the time you anticipate your registration 25.

October 8, 2024
Page 5
being declared effective, please include appropriate disclosure on your cover page and
include appropriate risk factor disclosure.
26.Disclose how CTM Advisory, Ltd. will be compensated for its introduction of Aspire
to PowerUp. We note the disclosure on page F-60 that Aspire agreed to pay CTM or
its named agent an advisory fee compensation of 6% of the amount of shares
outstanding following the Transaction in the form of common shares, upon closing a
transaction. Please tell us whether CTM's potential ownership should be reflected in
the "Beneficial Ownership of Securities" section and how the issuance of such shares
is reflected in the tables on pages 14 and 15.
Opinion of Financial Advisor to PowerUp, page 143
27.We note your statements here and elsewhere in the prospectus, as well as in
the fairness opinion attached as Annex H, that the opinion is intended solely to be
used by the PowerUp Board. Please remove this statement. Alternatively, please
disclose the legal basis for your and KPSN's belief that stockholders cannot rely on
the opinion to bring state law actions, including a description of any state law
authorities on such a defense. If no such authority exists, please disclose that this issue
will be resolved by a court, resolution of this issue will have no effect on the rights
and responsibilities of PowerUp's board under state law and the availability or non-
availability of this defense has no effect on the rights and responsibilities of either
KPSN or PowerUp's board under federal securities laws.
28.Disclose any instructions received by KPSN from PowerUp or the Sponsor, and any
limitations imposed by PowerUp or the Sponsor, on the scope of the activities
conducted by KPSN in connection with the fairness opinion. Refer to Regulation S-K
Item 1607(b)(6).
Guideline Public Company Method Cross-Check, page 145
29.We note your disclosure of numerous public companies that KPSN determined
were comparable to Aspire Biopharma. Please revise to further disclose the
methodology used to reach this determination and explain why KPSN believed the
identified companies were appropriate to use in their analysis and comparable to
Aspire given their differing stage of operations.
Projected Financial Information, page 146
Please revise to disclose all material bases of the disclosed projections and all material
assumptions that underlie the financial projections, and any material factors that may
affect such assumptions appearing on page 148. The disclosure should include a
discussion of any material growth or reduction rates or discount rates used in
preparing the projections, and the reasons for selecting such growth or reduction rates
or discount rates. Refer to Regulation S-K Item 1609(b). Please clearly state the year
you assume FDA approval is received for any applicable product and the extent to
which the revenues presented reflect that FDA approval was obtained. Also ensure
your disclosure explains why you believe you will begin to generate revenue from
product sales and licensing revenue in 2025 given that you currently have no products
approved for commercial sale and do not appear to have entered into any licensing 30.

October 8, 2024
Page 6
agreements at this time. Please also revise here, or wherever else appropriate, to
clarify the current development status of all products discussed in your financial
projections. To the extent development has not yet begun on any candidates aside
from Instaprin, please revise to clearly state this fact.
31.We note the disclosure under the heading "DCF Analysis" on page 145 that KPSN
utilized profit or loss projections and free cash flow projections, but that the
projections here only show EBITDA and EBIT projections. Please revise to show the
profit or loss and free cash flow projections that KPSN utilized or revise your
disclosure as appropriate.
32.Disclose whether or not Aspire has affirmed to PowerUp that its projections reflect
the view of Aspire's management or board of directors about its future performance as
of the most recent practicable date prior to the date of the proxy statement/prospectus
is required to be disseminated to security holders. If the projections no longer reflect
the views of PowerUp's or Aspire's management or board of directors regarding the
future performance of Aspire as of the most recent practicable date prior to the proxy
statement/prospectus is required to be disseminated to security holders, state the
purpose of disclosing the projections and the reasons for any continued reliance by the
management or board of directors on the projections. Refer to Regulation S-K Item
1609(c).
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 195
33.Please explain to us why the Contingent Liability – SEC on Aspire’s historical
balance sheet is not presented as a liability.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 198
34.Refer to adjustment 2. Please revise your note to clearly disclose why the payment of
estimated direct and incremental transaction costs of approximately $4.9 million,
resulted in a $2.5 million adjustment to subscription agreement loan liability.
35.Refer to adjustment 5. Please revise your note to clearly disclose significant
provisions of your Subscription Agreement Loans that result in their elimination upon
consummation of the Business Combination.
36.Refer to adjustment 7. Please revise your note to clearly disclose the significant terms
of your working capital loan agreements and explain why you expect to receive $17.5
million as working capital loans. Also explain why the receipt of working capital
loans does not impact your cash and cash equivalents.
Information about PowerUp
Directors and Executive Officers, page 203
37.Please revise here to provide th