SecProbe.io

CORRESP
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    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

January
23, 2024

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Ameen Hamady and Kristi Marrone

    Re:

    PowerUp
    Acquisition Corp.

    Form
    10-K for the year ended December 31, 2022

    Filed
    March 21, 2023

    File
    No. 001-41293

Dear
Ameen Hamady and Kristi Marrone:

This
response letter (this “Response”) is submitted on behalf of PowerUp Acquisition Corp. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter dated December 26, 2023 (the “Comment
Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2022 (the “Annual Report”),
filed with the SEC on March 21, 2023.

For
reference purposes, the Staff’s numbered comment from the Comment Letter is set forth in bold text below, followed by the Company’s
response to the comment.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S. Securities and Exchange Commission

Division of Corporate Finance

January
                                            23, 2024

Page 2

The
response below is based on information provided to Dykema Gossett PLLC by the Company.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s sponsor, SRIRAMA
Associates, LLC, is not currently controlled by, nor has substantial ties with non-U.S. person(s). Additionally, all officers and directors
of the Company are U.S. citizens and U.S. residents. The current owner of SRIRAMA Associates, LLC, is the Chief Executive Officer of
the Company, and to the extent additional investors are brought in to the sponsor, we are informed they will all be U.S. citizens. In
future filings with the SEC the Company, where applicable, will clarify its disclosure regarding its sponsor and whether it is, is controlled
by, or has substantial contacts with non-U.S. persons.

*
*     *

Thank
you for your review and consideration of the matters set forth in this Response. If you have any questions, please contact the undersigned
at (414) 488-7321 or pwaltz@dykema.com.

  Sincerely,

  Dykema Gossett PLLC

  By:
  /s/ Peter
  F. Waltz

  Peter F. Waltz, Esq.

    cc:

    Howard
    Doss

    Chief
    Financial Officer

    PowerUp
    Acquisition Corp.