SecProbe.io

CORRESP
1
filename1.htm

    Dykema
    Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Kate
    Bechen

    Direct
    Dial: (414) 488-7333

    Email:
    KBechen@dykema.com

October 24, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Atallah and Lynn Dicker

 Re: PowerUp
                                            Acquisition Corp.

                                            Form 10-K for Fiscal Year Ended December 31, 2023

                                            Form 10-Q for Fiscal Quarter Ended June 30, 2024

                                            File No. 001-41293

Dear
Mr. Atallah and Ms. Dicker:

This
response letter (this “Response”) is submitted on behalf of PowerUp Acquisition Corp. (the “Company”)
in response to the comment 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 addressed to Mr. Doss, dated October 15, 2024
(the “Comment Letter”), with respect to the Company’s annual report filed with the SEC on March 11, 2024 and
quarterly reports filed with the SEC on June 5, 2024 and August 16, 2024 (each a “Quarterly Report”). The Company
is concurrently submitting a first amendment to each Quarterly Report, which reflects the changes discussed in this Response that the
Company made to address the Staff’s comment.

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. The responses below are based on information provided to Dykema Gossett PLLC by the Company.

Form
10-Q for Fiscal Quarter Ended June 30, 2024

Item
6. Exhibits, page 27

1. We
                                            note that your officer certifications at Exhibits 31.1 and 31.2 exclude the introductory
                                            language in paragraph 4 and paragraph 4(b) regarding responsibilities for establishing and
                                            maintaining internal control over financial reporting. Please amend your March 31 and June
                                            30, 2024 Forms 10-Q to include certifications having all of the prescribed language as set
                                            forth in Item 601(b)(31)(i) of Regulation S-K. Your amendment may include only the cover
                                            page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications.

Response:
In response the Staff’s comments, the Company has filed Amendment No. 1 to the Quarterly Report for the period ended March
31, 2024 and Amendment No.1 to the Quarterly Report for the period ended June 30, 2024 to include in the certifications provided in Exhibits
31.1 and 31.2 to such filings paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial
reporting.

*
* *

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

October
24, 2024

Page
2

Thank
you for your review and consideration of the matters set forth in this Response and in each amendment to the Quarterly Reports. If you
have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

  Sincerely,

  Dykema
Gossett PLLC

  /s/ Kate Bechen

  Kate
Bechen, Esq.

cc: Howard
                                            Doss

  Chief
Financial Officer

PowerUp
Acquisition Corp.