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    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

December
10, 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:
    Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker

 Re: PowerUp
                                            Acquisition Corp.

    Amendment
                                            No. 2 to Registration Statement on Form S-4

    Filed
                                            November 15, 2024

    File
                                            No. 333-281991

Dear
Mr. Howes, Mr. Buchmiller, Mr. Atallah and Ms. Dicker:

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 addressed to Mr. Ajjarapu, dated December 2,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 2 (“Amendment No. 2”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on November 15, 2024.
The Company is concurrently submitting a second amendment to the Registration Statement (“Amendment No. 3”), which
reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 3.

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

Amendment
No. 2 to Registration Statement on Form S-4

Cover
Page

1. We
                                            note the disclosure you have added to the cover page that “a valuation performed as
                                            part of a third-party fairness opinion estimated the current enterprise value of Aspire to
                                            be approximately $789 million.” However, we note from the disclosure on page 40 that
                                            KPSN’s opinion “only addressed the fairness from a financial point of view to
                                            PowerUp of the shares of New Aspire Common Stock to be issued on the Closing Date as the
                                            consideration in the Business Combination to the Aspire Stockholders and does not address
                                            any other aspect or implication of the Business Combination.” Please either revise
                                            your disclosure throughout the filing to disclose that KPSN also delivered a valuation report
                                            or remove this disclosure from your cover page.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 3.

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

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    December
    10, 2024

    Page
    2

Summary
of Proxy Statement/Prospectus

Aspire,
page 36

2. We
note disclosure stating that you plan to initiate a Phase 1 trial of your Instaprin candidate in March 2025. We also note disclosure
stating that you intend to request a “pre-IND” meeting with the FDA in April 2025. Please revise to clarify if you have filed
an IND application with the FDA for your Instaprin candidate. To the extent you have not, please clearly state that you have not yet
filed an IND application and revise to explain why you will be able to conduct a Phase 1 trial prior to such a submission. If you have
submitted an IND application, please revise to explain the purpose of the contemplated April 2025 meeting with the FDA.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 3.

3. We
                                            note your disclosure in response to prior comment 5 that Aspire’s dosing of its anticipated
                                            prescription products will follow the standard doses of 82 mg and 325 mg of Aspirin which
                                            you disclose are both available currently over-the-counter. Please clarify if Aspire anticipates
                                            premium pricing for its prescription strength products, if approved, versus the market price
                                            for aspirin that is currently available over-the-counter. Please also revise your disclosure
                                            under the heading “Revenue Assumptions” on page 146 to disclose Aspire’s
                                            assumptions in this regard.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 36 and 146 of Amendment No.
3.

Unaudited
Pro Forma Condensed Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 201

4. We
                                            note your response to comment 14. Your disclosure on page 197 indicates that 1,750,000 shares
                                            of New Aspire Common Stock will be issued as consideration to certain investors for entering
                                            into certain Working Capital Loans. Please tell us why your pro forma presentation reflects
                                            the extinguishment of the Working Capital Loans but does not recognize the issuance of such
                                            loans.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on pages 197 and 202 of Amendment No.
3. The 1,750,000 shares referenced are attached to the subscription agreements which are currently recognized in the September 30, 2024
Financial Statements.

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    December
    10, 2024

    Page
    3

Information
about Aspire

Our
Products, page 215

5. We
note your response to prior comment 17 and reissue in part. Please revise this section to discuss the endpoints you will assess in your
planned clinical trials of Instaprin.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 215 of Amendment No. 3.

Aspire
Biopharma, Inc. Financial Statements

Note
7 – Instaprin Acquisition, page F-59

6. Your
response to comment 22 indicates that you revised your disclosures to clarify and to correct any ambiguity regarding Aspire’s direct
involvement with the SEC. However, your disclosure on pages F-48 and F-59 continues to state that you assumed one liability in the transaction,
which is a contingent liability to the SEC. Please revise to more clearly disclose the extent to which your contingent liability is to
Instaprin Pharmaceuticals, Inc. versus directly negotiated with the SEC.

Response:
In response to the Staff’s comments, Aspire has revised its disclosure on pages F-48 and F-59 of Amendment No. 3.

7. We
                                            note in response to comment 23 that you performed a more comprehensive fair value assessment
                                            of the intangible assets acquired from Instaprin Pharmaceuticals, Inc. Please address the
                                            following:

 ● Provide
                                            us with a summary of the more comprehensive fair value assessment you performed. Thoroughly
                                            describe and quantify the methodologies and key inputs and assumptions used to support the
                                            fair value of the intangible assets acquired.

 ● Regarding
                                            your Market Participant Perspective valuation, explain how you concluded that a legal settlement
                                            for offering fraud is a level 2 input for determining the fair value of the trade secrets,
                                            patents, proprietary methodologies, commercial and scientist relationships, R&D, trademarks,
                                            and brand equity that you acquired from Instaprin Pharmaceuticals, Inc. Refer to ASC paragraphs
                                            820¬10-35-47 to 51.

 ● Revise
                                            your disclosures to provide the gross carrying amount and accumulated amortization for each
                                            major intangible assets class acquired (e.g., trade secrets, patents, proprietary methodologies,
                                            commercial and scientist relationships, etc.). In addition, revise to disclose the weighted-average
                                            amortization period, in total and by each major intangible asset class.

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    December
    10, 2024

    Page
    4

 ● You
                                            state that you revised the disclosures to reflect the specific factors considered in determining
                                            fair value and to support recoverability and enhanced the disclosures to outline the dates
                                            and specific impairment testing procedures. Tell us specifically where the revised disclosures
                                            are in the September 30, 2024 interim financial statements and the December 31, 2023 annual
                                            financial statements, or revise further as necessary.

Response:
In response to the Staff’s comments, Aspire has engaged a firm to perform a comprehensive fair value assessment
and purchase price allocation of the intangible assets acquired. Upon completion of such assessment, Aspire will provide the Staff with
the following:

    1.
    Summary
    of the assessment performed which will include a description and will quantify the methodologies and key inputs and assumptions used
    to support the fair value of the intangible assets acquired,

    2.
    An
    explanation on how management concluded that a legal settlement for offering fraud is a level 2 input for determining the fair value
    of the IP acquired,

    3.
    Revised
    disclosures to include both carrying amounts and accumulated amortization for each major intangible asset class acquired along with
    weighted-average amortization period, in total and by each major intangible asset class, and

    4.
    Revised
    disclosure to reflect the specific factors considered in determining fair value and to support recoverability and impairment analysis
    and disclosure.

*   *   *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. 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: Surendra
                                            Ajjarapu

  Chief
                                            Executive Officer

  PowerUp
                                            Acquisition Corp.