SecProbe.io

CORRESP
 1
 filename1.htm

 Aspire
Biopharma Holdings, Inc.

 23150
Fashion Drive, Suite 232

 Estro,
FL 33928

 Tel:
(908) 987-3002

 September
 26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Daniel Crawfor

 Re:
 Aspire Biopharma Holdings, Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-290359

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on September
29, 2025, or as soon thereafter as practicable.

 Please
contact Arthur S. Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-9161, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Aspire
 Biopharma Holdings, Inc.

 By:

 /s/
 Ernest Scheidemann

 Ernest
 Scheidemann

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 24, 2025

Kraig T. Higginson
Chairman, Chief Executive Officer
Aspire Biopharma Holdings, Inc.
23150 Fashion Drive, Suite 232
Estero, FL 33928

 Re: Aspire Biopharma Holdings, Inc.
 Registration Statement on Form S-1
 Filed September 18, 2025
 File No. 333-290359
Dear Kraig T. Higginson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Arthur S. Marcus, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Aspire
Biopharma Holdings, Inc.

 194
Candelaro Drive, #233

 Humacao,
PR 00791

 Tel:
(908) 987-3002

 May
 28, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Daniel Crawfor

 Re:
 Aspire Biopharma Holdings, Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-287240

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time on May 29,
2025, or as soon thereafter as practicable.

 Please
contact Arthur S. Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-9161, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Aspire
 Biopharma Holdings, Inc.

 By:

 /s/
 Ernest Scheidemann

 Ernest
 Scheidemann

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Kraig T. Higginson
Chief Executive Officer and Chairman
Aspire Biopharma Holdings, Inc.
194 Candelaro Drive, #233
Humacao, PR 00791

 Re: Aspire Biopharma Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 13, 2025
 File No. 333-287240
Dear Kraig T. Higginson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Arthur Marcus, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Aspire
Biopharma Holdings, Inc.

 194
Candelaro Drive, #233

 Humacao,
PR 00791

 Tel:
(908) 987-3002

 April
 18, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Tyler Howes

 Re:
 Aspire Biopharma Holdings, Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-286444

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on
April 21, 2025, or as soon thereafter as practicable.

 Please
contact Chance P. Moore, Esq. of Sichenzia Ross Ference Carmel LLP at (914) 355-8364, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Aspire
 Biopharma Holdings, Inc.

 By:

 /s/
 Ernest Scheidemann

 Ernest
 Scheidemann

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Kraig Higginson
Chief Executive Officer
Aspire Biopharma Holdings, Inc.
194 Candelaro Drive, #233
Humacao, PR 00791

 Re: Aspire Biopharma Holdings, Inc.
 Registration Statement on Form S-1
 Filed April 9, 2025
 File No. 333-286444
Dear Kraig Higginson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Arthur Marcus, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Aspire
Biopharma, Inc.

194
Candelaro Drive, #233

Humacao,
Puerto Rico 00791

Tel: (415)
592-7399

  January
13, 2025

VIA
EDGAR

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 Hawes

    Re:
    PowerUp Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-281991

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on January
14, 2025, or as soon thereafter as practicable.

Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-8161, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    Aspire
    Biopharma, Inc.

    By:

    /s/
    Kraig Higginson

    Kraig
    Higginson

    Chief
    Executive Officer

CORRESP
1
filename1.htm

188
Grand Street, Unit #195

New
York, NY 10013

January
10, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    PowerUp
                                            Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-281991

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-4 be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on January 14, 2025,
or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by PowerUp Acquisition
Corp. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

Very
truly yours,

  POWERUP ACQUISITION CORP.

  By:
  /s/ Surendra Ajjarapu

  Name:
  Surendra Ajjarapu

  Title:
  Chief Executive Officer

    cc:
    Kate
    Bechen, Esq.

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

December
23, 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. 3 to Registration Statement on Form S-4

                                                                              Filed December 10, 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 19,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 3 (“Amendment No. 3”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on December 10, 2024.
The Company is concurrently submitting a fourth amendment to the Registration Statement (“Amendment No. 4”), 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. 4.

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

Amendment
No. 3 to Registration Statement on Form S-4

Summary
of Proxy Statement/Prospectus

Current
Development Status of Instaprin, page 36

    1.
    We
    note from your revised disclosure here and on page 215 in response to prior comment 5 that the proposed primary endpoint for Trial
    2 of Instaprin would be time to TXB2 inhibition and that the secondary endpoints will be pharmacodynamic effect on serum thromboxane
    B2 (TXB2, a measure of platelet inhibition). Please clarify what indications you intend to pursue in your clinical trials, and in
    your NDA submissions for Instaprin, and which trial will be the basis for your NDA submission for prescription aspirin for the analgesics
    market.

Response:
In response to the Staff’s comments, the Company has revised its disclosures on page 215 of Amendment No. 4.

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

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

December
23, 2024

Page
2

Aspire
Biopharma, Inc. Financial Statements

Note
7 – Instaprin Acquisition, page F-59

    2.
    We
    note your response and revised disclosure to comment 6. Your revised disclosure on pages F-48 and F-59 continues to indicate that
    you assumed one liability in the transaction which is a contingent liability to the SEC. If true, please revise to clearly disclose
    that under the asset purchase agreement your contingent liability is to Instaprin Pharmaceuticals and that you have agreed to remit
    payments due under the agreement to the SEC on behalf of Instaprin.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the notes to the Financial Statements
to disclose that under the asset purchase agreement, its contingent liability is to Instaprin Pharmaceuticals and that Aspire has agreed
to remit payments due under the agreement to the SEC on behalf of Instaprin.

    3.
    We
    note your response to comment 7. Please note that we will defer our evaluation of your accounting for the Instaprin acquisition until
    you have provided the requested information.

Response:
In response to the Staffs comments, Aspire engaged an outside third-party consulting firm to analyze the technical accounting
and the valuation surrounding the purchase price and consideration of the asset purchase agreement. During the firm’s review of
the asset purchase agreement, the assumption of the contingent liability must be analyzed under ASC 450 Accounting for Contingencies
as well as ASC 460 Guarantees. Management, with the assistance of the outside third party, ultimately concluded that the contingent consideration
to be paid was not probable as of the closing of the asset purchase agreement. In addition, management concluded that contingent liability
was not a guarantee of the acquiree’s liabilities because such consideration payments are subject to future performance of Aspire,
falling outside the scope of ASC 460.

As
a result of the above on the date of the closing of the asset purchase agreement, management has removed the contingent liability as
recognizable consideration. Further, Management has restated all prior period financial statements to remove the recognition of the asset
and the corresponding contingent liability. Management has revised the footnotes to fully disclose the contingency and the amount of
potential contingent liabilities that could be recognized if the Company achieves certain future milestones and revenue targets.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 4. 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.

December 19, 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.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 10, 2024
File No. 333-281991
Dear Surendra Ajjarapu and Kraig Higginson:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our December 2, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Current Development Status of Instaprin, page 36
We note from your revised disclosure here and on page 215 in response to prior
comment 5 that the proposed primary endpoint for Trial 2 of Instaprin would be time
to TXB2 inhibition and that the secondary endpoints will be pharmacodynamic effect 1.

December 19, 2024
Page 2
on serum thromboxane B2 (TXB2, a measure of platelet inhibition). Please clarify
what indications you intend to pursue in your clinical trials, and in your NDA
submissions for Instaprin, and which trial will be the basis for your NDA submission
for prescription aspirin for the analgesics market.
Aspire Biopharma, Inc. Financial Statements
Note 7 - Instaprin Acquisition, page F-59
2.We note your response and revised disclosure to comment 6. Your revised disclosure
on pages F-48 and F-59 continues to indicate that you assumed one liability in the
transaction which is a contingent liability to the SEC. If true, please revise to clearly
disclose that under the asset purchase agreement your contingent liability is to
Instaprin Pharmaceuticals and that you have agreed to remit payments due under the
agreement to the SEC on behalf of Instaprin.
3.We note your response to comment 7. Please note that we will defer our evaluation of
your accounting for the Instaprin acquisition until you have provided the requested
information.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Hallie Heath, Esq.
Arthur Marcus, Esq.

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

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.

December 2, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 15, 2024
File No. 333-281991
Dear Surendra Ajjarapu and Kraig Higginson:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 7, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
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 1.

December 2, 2024
Page 2
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.
Summary of the 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.
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.
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.
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.
Aspire Biopharma, Inc. Financial Statements
Note 7 - Instaprin Acquisition, page F-59
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 6.

December 2, 2024
Page 3
Pharmaceuticals, Inc. versus directly negotiated with the SEC.
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.
•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.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Hallie Heath, Esq.
Arthur Marcus, Esq.

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

November
15, 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. 1 to Registration Statement on Form S-4

    Filed
                                            October 24, 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 November 7,
2024 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”)
to its registration statement on Form S-4 (the “Registration Statement”), filed with the SEC on October 24, 2024.
The Company is concurrently submitting a second amendment to the Registration Statement (“Amendment No. 2”), 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. 2.

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

Amendment
No. 1 to Registration Statement on Form S-4

Cover
Page

1. Please
                                            clarify, if true, that the $1,000,000 owed by PowerUp to the Sponsor under the promissory
                                            note fee agreement relates to the Sponsor loaning $2,000,000 to PowerUp’s former target
                                            company via a convertible promissory note.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 2.

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

  U.S.
                                            Securities and Exchange Commission

Division
of Corporate Finance

November
15, 2024

Page
2

Questions
and Answers for Shareholders of PowerUp

Q:
What conditions must be satisfied to complete the Business Combination?, page 26

2. Please
                                            explain how the parties will be able to waive the condition requiring waiting out the applicable
                                            period under the Hart-Scott-Rodino Act or revise to clarify that this condition will not
                                            be waivable.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 26 and elsewhere throughout Amendment No.
2.

Summary
of the Proxy Statement/Prospectus

Aspire,
page 36

3. We
                                            note your response to prior comment 11. Please revise here, and in the “Information
                                            about Aspire” section, to clearly state the current development status of your Instaprin
                                            candidate. In your revisions, please also discuss what developmental and regulatory steps
                                            you will need to take prior to commercialization of this candidate, such as clinical trials
                                            that will need to be completed or submissions with the FDA or comparable foreign regulators.
                                            Provide similar disclosure for other material product candidates you currently have in development.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 and elsewhere throughout Amendment No.
2.

4. We
                                            note your response to prior comment 12 and reissue in part. Please further revise to provide
                                            support for your statement that Instaprin will have “no harmful impact on the gastric
                                            system” or its mucous membrane. Alternatively, revise to clarify that these are aspirational
                                            statements that represent the beliefs of Aspire’s management.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 2. Further, the Company
respectfully advises the Staff that Aspire’s management believes that Instaprin, by virtue of sublingual mode of administration,
provides an additional health benefit of minimizing gastrointestinal intolerance or direct irritation on the gastric tract because
sublingually administered Instaprin bypasses the gastrointestinal system entirely, going from the sublingual tissues directly into the
bloodstream. Once in the bloodstream, sublingually administered Instaprin can indirectly affect the gastric system only through
systemic circulation.

5. We
                                            note your revisions in response to prior comment 13. Please further revise your disclosure
                                            in this section to clarify, if true, that you intend to rely upon third-party studies confirming
                                            the safety of Aspirin for your 505(b)(2) application as opposed to the “history of
                                            safety” of your Instaprin candidate. Please also disclose here if your Instaprin candidate
                                            has been tested in any clinical trials. Please also clarify if the “history of safety”
                                            refers to doses of aspirin that are similar to your proposed prescription strength product
                                            candidate or revise as appropriate.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 2. Further, the Company
respectfully advises the Staff that Aspire intends to rely on the voluminous scientific literature regarding the safety of aspirin. Aspire’s
Instaprin product was tested in a limited clinical trial that began on March 1, 2019, with good results. Aspire’s dosing of its
prescription products follows the standard, FDA-approved doses of 82 mg and 325 mg (which are both available currently over-the-counter).

  U.S.
                                            Securities and Exchange Commission

Division
of Corporate Finance

November
15, 2024

Page
3

PowerUp
Sponsor, page 37

6. We
                                            note your revised disclosure in response to prior comment 15. Where you have disclosed the
                                            number of shares of stock exercising redemption rights in connection with the disclosed extensions,
                                            please further revise to provide context so that investors can understand the redemption
                                            levels associated with such extensions.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 37 of Amendment No. 2.

Dilution,
page 45

7. Please
                                            revise your dilution table to also give effect to all material probable transactions such
                                            as the Working Capital Loans and the related issuance of the Working Capital Loan Shares.
                                            Outside of the table, describe each material potential source of future dilution that non-redeeming
                                            shareholders may experience such as the issuance of shares upon the exercise of the private
                                            placement warrants issued to the Original Sponsor and the Current Sponsor. Refer to Item
                                            1604(c) of Regulation S-K.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 45 of Amendment No. 2.

Timeline
of the Business Combination Negotiations with Aspire, page 141

8. We
                                            note your response to prior comment 23. Please revise this section to clearly state that
                                            no other new targets were considered by PowerUp following the decision to terminate the prior
                                            business combination agreement entered into with Candidate One, as you have stated in your
                                            response.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 141 of Amendment No. 2.

9. We
                                            note your disclosure here stating that the implied market value of the combined company was
                                            assumed to be $350 million in the letter of intent between PowerUp and Aspire. We also note
                                            disclosure on the cover page stating that the implied enterprise value of Aspire at the time
                                            of signing the Business Combination Agreement was $789 million. Please revise to discuss
                                            the negotiations related to the valuation of Aspire between the parties and explain any changes
                                            to this valuation from the initial letter of intent and revise to make clear the reason for
                                            any differences in the implied market value of the combined company versus the implied enterprise
                                            value.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 141 of Amendment No. 2. Further, the Company
respectfully advises the Staff that the $350 million implied market value was a negotiated amount by which merger consideration was to
be calculated. This negotiated amount was the minimum amount Aspire was willing to accept to execute the Business Combination Agreement
and move forward with the Business Combination. That negotiated figure is independent from the $789 million implied enterprise value
derived from the valuation set forth in the fairness opinion. The difference in the figures simply indicates that actual value of Aspire
may be significantly higher than the negotiated purchase price (referred to as the implied market value by the parties).

  U.S.
                                            Securities and Exchange Commission

Division
of Corporate Finance

November
15, 2024

Page
4

Opinion
of Financial Advisor to PowerUp, page 145

10. We
                                            note your revised disclosure here and elsewhere in response to prior comment 27 that the
                                            fairness opinion is being disclosed to shareholders for “informational purposes only.”
                                            Please either revise this disclosure and the fairness opinion itself to remove these statements
                                            or disclose the legal basis for your and KPSN’s belief that shareholders cannot rely
                                            on the opinion to bring state law actions, including a description of any state law authority
                                            on such a defense. If no such authority exists, please disclose that the issue will be resolved
                                            by a court, resolution of the 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 the federal securities laws.

Response:
In response the Staff’s comments, the Company has revised its disclosures on pages 41 and 145 of Amendment No. 2. Further,
the Company has included the revised fairness opinion.

Guideline
Public Company Method Cross-Check, page 148

11. We
                                            note your response to prior comment 29. Please revise to further discuss how KPSN considered
                                            the differing stages of operations when comparing Aspire Biopharma to the companies listed
                                            under the “Market Leader and Established Track Record” heading. For example,
                                            explain if any adjustments to the final enterprise value were made based on the fact that
                                            Aspire does not yet have any products approved for commercial sale.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 148 of Amendment No. 2.

Projected
Financial Information, page 149

12. We
                                            note your response to prior comment 30 and reissue in part. Please further revise to explain
                                            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 have not
                                            entered into any licensing agreements at this time. In addition, please indicate when you
                                            have assumed that Aspirin, OTC will receive OTC monograph approval from the FDA for purposes
                                            of the financial projections.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 149 of Amendment No. 2.

Unaudited
Pro Forma Condensed Combined Financial Information

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

13. We
                                            note from your revised disclosure in response to comment 35 that the Subscription Agreement
                                            provision calls for the repayment of the Subscription Agreement Loan by PowerUp upon closing.
                                            Please explain why this does not result in a reduction to your cash and cash equivalents.

Response:
In response the Staff’s comments, the Company respectfully advises the Staff that the $2.5 million in subscription agreements
is a reduction in cash in adjustment number 2 to the Unaudited Pro Forma Condensed Combined Balance Sheet and is the principal value
of the loan to be repaid. The $2.4 million is taken to Retained Earnings because it is the fair value of the stock received for the subscription
agreements.

  U.S.
                                            Securities and Exchange Commission

Division
of Corporate Finance

November
15, 2024

Page
5

14. We

November 8, 2024
Howard Doss
Chief Financial Officer
PowerUp Acquisition Corp.
188 Grand Street Unit #195
New York , New York 10013
Re:PowerUp Acquisition Corp.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-41293
Dear Howard Doss:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

November 7, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 24, 2024
File No. 333-281991
Dear Surendra Ajjarapu and Kraig Higginson:
            We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.Please clarify, if true, that the $1,000,000 owed by PowerUp to the Sponsor under
the promissory note fee agreement relates to the Sponsor loaning $2,000,000 to
PowerUp’s former target company via a convertible promissory note.

November 7, 2024
Page 2
Questions and Answers for Shareholders of PowerUp
Q: What conditions must be satisfied to complete the Business Combination?, page 26
2.Please explain how the parties will be able to waive the condition requiring waiting
out the applicable period under the Hart-Scott-Rodino Act or revise to clarify that this
condition will not be waivable.
Summary of the Proxy Statement/Prospectus
Aspire, page 36
3.We note your response to prior comment 11. Please revise here, and in the
"Information about Aspire" section, to clearly state the current development status of
your Instaprin candidate. In your revisions, please also discuss what developmental
and regulatory steps you will need to take prior to commercialization of this
candidate, such as clinical trials that will need to be completed or submissions with
the FDA or comparable foreign regulators. Provide similar disclosure for other
material product candidates you currently have in development.
4.We note your response to prior comment 12 and reissue in part. Please further revise
to provide support for your statement that Instaprin will have "no harmful impact on
the gastric system" or its mucous membrane. Alternatively, revise to clarify that these
are aspirational statements that represent the beliefs of Aspire's management.
5.We note your revisions in response to prior comment 13. Please further revise your
disclosure in this section to clarify, if true, that you intend to rely upon third-party
studies confirming the safety of Aspirin for your 505(b)(2) application as opposed to
the "history of safety" of your Instaprin candidate. Please also disclose here if your
Instaprin candidate has been tested in any clinical trials. Please also clarify if the
"history of safety" refers to doses of aspirin that are similar to your proposed
prescription strength product candidate or revise as appropriate.
PowerUp Sponsor, page 37
6.We note your revised disclosure in response to prior comment 15. Where you have
disclosed the number of shares of stock exercising redemption rights in connection
with the disclosed extensions, please further revise to provide context so that investors
can understand the redemption levels associated with such extensions.
Dilution, page 45
7.Please revise your dilution table to also give effect to all material probable
transactions such as the Working Capital Loans and the related issuance of the
Working Capital Loan Shares. Outside of the table, describe each material potential
source of future dilution that non-redeeming shareholders may experience such as the
issuance of shares upon the exercise of the private placement warrants issued to the
Original Sponsor and the Current Sponsor. Refer to Item 1604(c) of Regulation S-K.
Timeline of the Business Combination Negotiations with Aspire, page 141
We note your response to prior comment 23. Please revise this section to clearly state
that no other new targets were considered by PowerUp following the decision to
terminate the prior business combination agreement entered into with Candidate One, 8.

November 7, 2024
Page 3
as you have stated in your response.
9.We note your disclosure here stating that the implied market value of the combined
company was assumed to be $350 million in the letter of intent between PowerUp and
Aspire. We also note disclosure on the cover page stating that the implied enterprise
value of Aspire at the time of signing the Business Combination Agreement was $789
million. Please revise to discuss the negotiations related to the valuation of Aspire
between the parties and explain any changes to this valuation from the initial letter of
intent and revise to make clear the reason for any differences in the implied market
value of the combined company versus the implied enterprise value.
Opinion of Financial Advisor to PowerUp, page 145
10.We note your revised disclosure here and elsewhere in response to prior comment 27
that the fairness opinion is being disclosed to shareholders for "informational purposes
only." Please either revise this disclosure and the fairness opinion itself to remove
these statements or disclose the legal basis for your and KPSN's belief that
shareholders cannot rely on the opinion to bring state law actions, including a
description of any state law authority on such a defense. If no such authority exists,
please disclose that the issue will be resolved by a court, resolution of the 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 the federal securities laws.
Guideline Public Company Method Cross-Check, page 148
11.We note your response to prior comment 29. Please revise to further discuss
how KPSN considered the differing stages of operations when comparing Aspire
Biopharma to the companies listed under the "Market Leader and Established Track
Record" heading. For example, explain if any adjustments to the final enterprise value
were made based on the fact that Aspire does not yet have any products approved for
commercial sale.
Projected Financial Information, page 149
12.We note your response to prior comment 30 and reissue in part. Please further revise
to explain 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 have not entered into any licensing agreements at this time. In
addition, please indicate when you have assumed that Aspirin, OTC will receive OTC
monograph approval from the FDA for purposes of the financial projections.
Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 201
13.We note from your revised disclosure in response to comment 35 that the Subscription
Agreement provision calls for the repayment of the Subscription Agreement Loan by
PowerUp upon closing. Please explain why this does not result in a reduction to your
cash and cash equivalents.
We note from your revised disclosure in response to comment 36 that shares of New 14.

November 7, 2024
Page 4
Aspire Common Stock issued are being accounted for as a debt extinguishment.
Please  explain why this transaction is being accounted for as a debt extinguishment
and cite the authoritative accounting literature that supports your accounting.
Information about PowerUp
Directors and Executive Officers, page 206
15.We note your revised disclosure in response to prior comment 37. Please further
revise to more specifically describe the fiduciary duties of each officer and director of
PowerUp to other companies to which they have fiduciary duties. Ensure you make
clear which entities the directors and officers currently have such duties. Refer to Item
1603(c) of Regulation S-K.
Asset Purchase Agreement ("APA") with Instaprin Pharmaceuticals Inc., page 215
16.We note your disclosure that, on March 28, 2022, Aspire acquired all of the
intellectual property of Instaprin Pharmaceuticals including patent applications
(including Patent Application No. 62/794141) filed with the United States Patent and
Trademark Office on January 18, 2019, and trademarks (including the "Instaprin"
Trademark Serial No. 86274378). We also note from your disclosure in the table on
page 217 that U.S. Patent Application No. 62/794141 has "expired" and that the
"Instaprin" Trademark Serial No. 86274378 is "dead." Please disclose when the
acquired patent application was considered expired and the acquired trademark was
considered dead. If the patent application expired or the trademark died prior to the
closing of the Asset Purchase Agreement on March 28, 2022, please clarify the
business purposes for the asset acquisition. If the patent application expired or the
trademark was considered dead after the closing date of the Asset Purchase
Agreement, please disclose why Aspire did not pursue these intellectual property
rights and include risk factor disclosure as appropriate.
Information about Aspire
Our Products, page 215
17.Please revise to briefly discuss the material aspects of the anticipated trial design for
your planned clinical trials of Instaprin, such as number of participants and endpoints.
Please also discuss what you mean by a Challenge Study and discuss what that study
will entail.
Government/Regulatory Approval and Compliance, page 217
18.We note the disclosure that "counsel believes that the FDA would consider and even
welcome a filing that is sufficient to support this novel mode of administration of
certain aspirin products" and that "Counsel has also advised that the FDA would
consider fast-track approval under 501(b)(2)." To the extent you are attributing this
disclosure to counsel, please file the consent of such counsel as an exhibit or revise
the disclosure as appropriate. See Securities Act Rule 436.

November 7, 2024
Page 5
Licensure and Regulation of Drug Products in the United States, page 217
19.We note your response to prior comment 48. We also continue to note risk factor
disclosure on page 67 stating that the regulatory approval process is "unproven" for
Aspire's product candidates. Please revise here to explain why the regulatory process
is "unproven" for your product candidates.
Management of New Aspire following the Business Combination
Executive Officers and Directors After the Business Combination, page 226
20.We note your response to prior comment 50 and reissue. Please briefly describe the
business experience, including principal occupations and employment during the past
five years, of each director or executive officer named in this section. Refer to Item
401(e) of Regulation S-K for guidance.
Promissory Note Fee Agreement, page 239
21.We note your disclosure that PowerUp agreed to pay the Sponsor a modified
promissory note fee of $1,000,000 (the "Modified Promissory Note Fee") upon the
successful closing of the Business Combination between PowerUp and Aspire. Please
clarify if this amount is in addition to any amounts that the Sponsor may receive in
satisfaction for the amounts owned to the Sponsor under the Visiox Promissory Note.
Aspire Biopharma, Inc. Financial Statements
Note 7 - Intsaprin Acquisition, page F-58
22.We note from your responses to comments 57 through 60 that your purchase price for
the acquisition of Instaprin's intangible assets was negotiated with the SEC and the
SEC agreed to a contingent payment obligation pursuant to your Asset Purchase
Agreement with Instaprin. Given that the Asset Purchase Agreement was between
Aspire Biopharama and Instaprin, it is unclear how you concluded that the purchase
price was negotiated with the SEC and represents an appropriate fair value for the
assets received. Please file as an exhibit to your filing any agreement you have
executed with the SEC regarding the purchase price of Instaprin. Alternatively, if you
merely agreed to make payments to the SEC on behalf of Instaprin, please revise your
disclosures accordingly.
Additionally, we note that a valuation of assets acquired was not performed at the
time of the asset acquisition or in any subsequent periods after the acquisition. We
further note that you assigned a fair value to the assets acquired of $3,844,982, which
was based on an SEC settlement with the defendants for the disgorgement of their
profits from their violations of securities laws. Please address the following:
•Explain how you concluded that the fair value of assets acquired was equal to the
judgement against the defendants. Address how such valuation represents the
price that would be received in an orderly transaction between market
participants. Refer to the fair value and market participant definitions in ASC 805-
10-20. Revise your related disclosures as necessary.
Explain how you determined the fair values of these intangible assets and clarify
how those values are supportable and recoverable. Explain to us the procedures
you conducted pursuant to ASC 805-50-30-3 in ensuring that you appropriately •23.

November 7, 2024
Page 6
identified and valued the acquired intangible assets, revising your applicable
disclosures accordingly.
•In periods after the asset acquisition, tell us and revise your disclosures to explain
how you determined whether there was any impairment of any of the intangible
assets acquired. Revise to identify and explain the procedures you conducted
pursuant to ASC 350-30-35 to test for the potential impairment of any acquired
intangible assets, and disclose the dates of such impairment testing.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Hallie Heath, Esq.
Arthur Marcus, Esq.

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.

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

 Re: PowerUp
                                            Acquisition Corp.

    Registration
                                            Statement on Form S-4

    Filed
                                            September 6, 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 October 8,
2024 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-4 (the “Registration
Statement”), filed with the SEC on September 6, 2024. The Company is concurrently submitting a first amendment to the Registration
Statement (“Amendment No. 1”), 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. 1.

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

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

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

    U.S. Securities and Exchange Commission

Division of Corporate Finance

October
                                            24, 2024

Page 2

2. Please
                                            revise your cover page to provide the disclosures required by Regulation S-K Item 1604(a)(3)
                                            and (4).

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

4. Please
                                            identify the “original sponsor” upon your first use of this term.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on the cover page of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 13 and has updated the intellectual
property disclosures throughout Amendment No. 1.

    U.S. Securities and Exchange Commission

Division of Corporate Finance

October
                                            24, 2024

Page 3

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 26 and elsewhere throughout Amendment No.
1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on pages 30, 50, 84, and 152 of
Amendment No. 1 to clarify that the Initial Shareholders agreed not to redeem their shares and vote in favor of the Business Combination
pursuant to the terms of the Letter Agreement, not in exchange for any consideration.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 1 and elsewhere
as appropriate to define the term “do no harm.”

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 211 of Amendment No. 1 and elsewhere
as appropriate for consistency.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 1 and elsewhere
as appropriate for consistency.

    U.S. Securities and Exchange Commission

Division of Corporate Finance

October
                                            24, 2024

Page 4

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 36 of Amendment No. 1 and elsewhere
as appropriate to clarify the statements referenced in this comment 13.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 37 of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 37 of Amendment No. 1.

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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 47 of Amendment No. 1.

17. Please
                                            revise here to disclose the nature and amounts of any reimbursements that will 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.

Response:
In response the Staff’s comments, the Company has revised its disclosures on page 47 of Amendment No. 1.

    U.S. Securities and Exchange Commission

Division of Corporate Finance

October
                                            24, 2024

Page 5

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.”

Response:
In response the Staff’s comments, the Company has revised its disclosures on pages 46 and 47 of Amendment No. 1 to
remove the term “Sponsor Advisory Fee,” as it was included in error.

Risk
Factors

19. Please
                                            i

October 15, 2024
Howard Doss
Chief Financial Officer
PowerUp Acquisition Corp.
188 Grand Street Unit #195
New York , New York 10013
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 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-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.

            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.

October 15, 2024
Page 2
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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

United States securities and exchange commission logo
January 31, 2024
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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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.

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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February 15, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Alan Campbell

    Re:
    PowerUp Acquisition Corp.

    Registration Statement on Form S-1

    Filed on December 30, 2021, as amended

    File No. 333-261941

Dear Mr. Campbell,

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of PowerUp Acquisition Corp. that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington
D.C. time on February 17, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advises that approximately 300 copies of the Preliminary Prospectus dated February 14, 2022 are expected to be distributed
to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    CITIGROUP GLOBAL MARKETS INC.

    On behalf of themselves and the several underwriters

    By:
     /s/ Pavan Bellur

    Name: Pavan Bellur

    Title: Managing Director

[Signature Page to Acceleration Request]

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POWERUP ACQUISITION CORP.

188 Grand Street, Unit #195

New York, NY 10013

February 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

    Re:
    PowerUp Acquisition Corp.

    Registration Statement on Form S-1, as Amended

    Filed: December 30, 2021

    File No. 333-261941

Dear Alan Campbell:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, PowerUp Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on February 17, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jack Tretton

    Jack Tretton

    Chief Executive Officer

    cc:
    McDermott Will & Emery LLP

Proskauer Rose LLP

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PowerUp Acquisition Corp.

188 Grand Street

Unit #195

New York, NY 10013

VIA EDGAR

January 6, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Alan Campbell

    Re:

    PowerUp Acquisition Corp.

    Amended Draft Registration Statement on Form
    S-1

    Submitted September 7, 2021

CIK 0001847345

Dear Mr. Campbell:

PowerUp Acquisition Corp., a Cayman Islands exempted
company (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated September 20, 2021, regarding the Company’s Amended Draft Registration
Statement on Form S-1 submitted to the Commission on September 7, 2021 (the “Draft Registration Statement”). For the
Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s
response.

Amendment No. 2 to Draft Registration Statement on Form S-1

Capitalization, page 67

1 Your “As Adjusted” column includes a warrant
liability to account for the 6,003,333 private warrants to be issued in connection with this offering in accordance with ASC 815-40.
We note that in the prior amendment, this warrant liability also included the 10,000,000 public warrants included as part of the units.
Please clarify your expected accounting treatment for the public warrants to be issued as part of the units. To the extent that you have
determined that the public warrants will be equity-classified, please clarify whether the related warrant agreements contain any of the
provisions addressed in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies issued on April 12, 2021 and how these provisions impacted your accounting determination. To the extent you have amended your
warrant agreements to remove any problematic provisions that would trigger liability classification, please confirm as such.

    U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Attn: Alan Campbell

Re: PowerUp Acquisition Corp.

January 6, 2022

Page 2 of 2

Following the filing of the Draft Registration Statement
on September 7, 2021, the decision was made that the Company’s public warrants and private warrants would be equity-classified.
We have since publicly filed the Company’s Registration Statement on Form S-1 (the “Registration Statement”)
with the Commission through EDGAR, along with a revised warrant agreement. We believe such revised warrant agreement does not contain
any problematic provisions that would trigger liability classification of warrants.

We thank the Staff for its review of the foregoing
and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@mwe.com
or by telephone at (212) 547-5372.

    Sincerely,

    /s/ Jack Tretton

    Jack Tretton

    Chief Executive Officer

    PowerUp Acquisition Corp.

cc: Ari Edelman, Esq.

United States securities and exchange commission logo
September 20, 2021
Jack Tretton
Executive Chairman
PowerUp Acquisition Corp.
199 Water Street
New York, NY 10038
Re:PowerUp Acquisition Corp.
Amended Draft Registration Statement on Form S-1
Submitted September 7, 2021
CIK 0001847345
Dear Mr. Tretton:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Capitalization, page 67
1.Your "As Adjusted" column includes a warrant liability to account for the 6,003,333
private warrants to be issued in connection with this offering in accordance with ASC
815-40.  We note that in the prior amendment, this warrant liability also included the
10,000,000 public warrants included as part of the units.  Please clarify your expected
accounting treatment for the public warrants to be issued as part of the units.  To the
extent that you have determined that the public warrants will be equity-classified, please
clarify whether the related warrant agreements contain any of the provisions addressed in
the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies issued on April 12, 2021 and how these

 FirstName LastNameJack Tretton
 Comapany NamePowerUp Acquisition Corp.
 September 20, 2021 Page 2
 FirstName LastName
Jack Tretton
PowerUp Acquisition Corp.
September 20, 2021
Page 2
provisions impacted your accounting determination. To the extent you have amended your
warrant agreements to remove any problematic provisions that would trigger liability
classification, please confirm as such.
            You may contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman, Esq.

United States securities and exchange commission logo
April 12, 2021
Jack Tretton
Executive Chairman
PowerUp Acquisition Corp.
199 Water Street
New York, NY 10038
Re:PowerUp Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted March 16, 2021
CIK 0001847345
Dear Mr. Tretton:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Summary, page 5
1.Please revise your Summary to discuss the potential conflicts of interest arising from (i)
the difference in price per share paid for founders shares and public shares and (ii) the fact
that founders shares and warrants will become worthless if you do not enter into a
business combination. Please disclose in quantitative and qualitative terms how economic
incentives could result in substantial misalignment of interests where an initial business
combination does occur. For example, since your sponsor acquired a 20% stake for
approximately $0.003 per share and the offering is for $10.00 a share, your sponsor and its
affiliates could make a substantial profit after the initial business combination even if
public investors experience substantial losses. Please revise here and in Risk Factors

 FirstName LastNameJack Tretton
 Comapany NamePowerUp Acquisition Corp.
 April 12, 2021 Page 2
 FirstName LastNameJack Tretton
PowerUp Acquisition Corp.
April 12, 2021
Page 2
accordingly.
Founder shares conversion and anti-dilution rights, page 15
2.We note your disclosure that the number of Class A ordinary shares issuable upon
conversion of all founder shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) all ordinary shares issued and outstanding upon the
completion of this offering plus (ii) all Class A ordinary shares and equity-linked
securities deemed issued in your initial business combination, excluding shares issued to
the seller or shares underlying private placement warrants that are issued to related parties
upon conversion of working capital loans. Please clarify whether the number of shares
redeemed by public shareholders will also be excluded from this calculation.
Private placement warrants, page 16
3.Please revise this section to discuss the potential dilutive effects of the private placement
warrants to investors in the offering.
Manner of conducting redemptions, page 19
4.Please revise here and throughout, where appropriate, to disclose whether public
shareholders that abstain from voting on the proposed transaction will be able to redeem
their shares.
Redemption of public shares and distribution and liquidation if no initial business combination,
page 23
5.Please expand your disclosure here and throughout, where appropriate, to clarify whether
the 24-month time period for an initial business combination can be extended. To the
extent the 24-month time period can be extended, please also clarify how you may extend
the time period and whether stockholders may redeem their shares in connection with any
proposal to extend it.
Summary Financial Data, page 27
6.Disclose how the amounts in the "As Adjusted" column are derived.

 FirstName LastNameJack Tretton
 Comapany NamePowerUp Acquisition Corp.
 April 12, 2021 Page 3
 FirstName LastName
Jack Tretton
PowerUp Acquisition Corp.
April 12, 2021
Page 3
            You may contact Tracey McKoy at 202-551-3772 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman, Esq.